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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



FORM 10-K



(Mark One)x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934



For the fiscal year ended December 31, 2021



 ̈ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934



For the transition period from      
to



AP
Acquisition Corp(Exact name of registrant as specified in its charter)



|Cayman
    Islands                                              | 001-41176                | 98-1601227                              
|--------------------------------------------------------------- | ------------------------ | ----------------------------------------
|(State or other jurisdiction of 
incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification 
Number)



|Unit 2710, 27/F The
    Center
    99 Queen’s Road
    Central
    Hong Kong | N/A       
|---------------------------------------------------------------------------- | ----------
|(Address of principal executive offices)                                     | (Zip Code)



Registrant’s
telephone number, including area code: 852 2918-0050



Securities registered
pursuant to Section 12(b) of the Act:



|Title
    of Each Class:                                                                                                                        | Trading Symbol: | Name of Each
    Exchange on 
Which Registered:
|----------------------------------------------------------------------------------------------------------------------------------------------- | --------------- | -----------------------------------------------
|Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-half of one redeemable warrant                                 | APCA-U          | New York Stock Exchange                        
|Class A Ordinary Shares included as part of the units                                                                                           | APCA            | New York Stock Exchange                        
|Redeemable Warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 | APCA-W          | New York Stock Exchange                        



Securities registered pursuant to Section 12(g)
of the Act: None



Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act. Yes ̈No
x



Indicate by check mark if the registrant is not required to
file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ̈No
x



Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x No  ̈



Indicate by check mark whether the registrant has submitted electronically
every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit such files).  YesxNo  ̈



Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of
 “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth
company” in Rule 12b-2 of the Exchange Act.



|Large accelerated filer |  ̈ | Accelerated filer         |  ̈
|----------------------- | - | ------------------------- | -
|Non-accelerated filer   | x | Smaller reporting company | x
|                        |   | Emerging growth company   | x



If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.  ̈



Indicate by check mark whether the registrant has filed a report
on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting
under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued
its audit report.  ̈



Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes x No  ̈



As of June 30, 2021, the last business day of the registrant’s
most recently completed second fiscal quarter, the registrant’s securities were not publicly traded. The registrant’s units
began trading on the The New York Stock Exchange (“NYSE”) on December 17, 2021, and the registrant’s Class A ordinary
shares, par value $0.0001 (the “Class A ordinary shares”) and warrants began trading on NYSE on February 7, 2022. The aggregate
market value of the ordinary shares outstanding, other than shares held by persons who may be deemed affiliates of the registrant, computed
by reference to the closing sales price for the shares of ordinary shares on March 11, 2022, as reported on NYSE, was $172,155,000 (based
on the closing sales price of the Class A ordinary shares on March 11, 2022 of $9.98).



As of March 24, 2022, 17,250,000 Class A ordinary shares,
par value $0.0001, and 4,312,500 Class B ordinary shares, par value $0.0001, were issued and outstanding.





Documents Incorporated by Reference: None.

















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TABLE OF CONTENTS





|                                                     |                                                                                                              | Page
|---------------------------------------------------- | ------------------------------------------------------------------------------------------------------------ | ----
|CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS | iii                                                                                                         
|                                                     |                                                                                                             
|SUMMARY OF RISK FACTORS                              | v                                                                                                           
|                                                     |                                                                                                              |     
|PART I                                               |                                                                                                              | 1   
|Item 1.                                              | Business                                                                                                     | 1   
|Item 1A.                                             | Risk Factors                                                                                                 | 19  
|Item 1B.                                             | Unresolved Staff Comments                                                                                    | 61  
|Item 2.                                              | Properties                                                                                                   | 61  
|Item 3.                                              | Legal Proceedings                                                                                            | 61  
|Item 4.                                              | Mine Safety Disclosures                                                                                      | 61  
|                                                     |                                                                                                              |     
|PART II                                              |                                                                                                              | 61  
|Item 5.                                              | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 61  
|Item 6.                                              | [Reserved]                                                                                                   | 63  
|Item 7.                                              | Management’s Discussion and Analysis of Financial
Condition and Results of Operations                        | 63  
|Item 7A.                                             | Quantitative and Qualitative Disclosures About Market Risk                                                   | 67  
|Item 8.                                              | Financial Statements And Supplementary Data                                                                  | 67  
|Item 9.                                              | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                         | 67  
|Item 9A.                                             | Controls and Procedures                                                                                      | 67  
|Item 9B.                                             | Other Information                                                                                            | 68  
|Item 9C.                                             | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections                                          | 68  
|                                                     |                                                                                                              |     
|PART III                                             |                                                                                                              | 68  
|Item 10.                                             | Directors, Executive Officers and Corporate Governance                                                       | 68  
|Item 11.                                             | Executive Compensation                                                                                       | 79  
|Item 12.                                             | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters               | 80  
|Item 13.                                             | Certain Relationships and Related Transactions, and Director Independence                                    | 81  
|Item 14.                                             | Principal Accountant Fees and Services                                                                       | 83  
|                                                     |                                                                                                              |     
|PART IV                                              |                                                                                                              | 83  
|Item 15.                                             | Exhibit and Financial Statement
Schedules                                                                    | 83  
|Item 16.                                             | Form 10-K Summary                                                                                            | 84  



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CERTAIN TERMS



Unless otherwise stated in this Annual Report on
Form 10-K (this “Report”), or the context otherwise requires, references to:



| | · | “Companies Act” are to the Companies Act (As Revised) of the Cayman Islands as the same
may be amended from time to time;
| | - | -------------------------------------------------------------------------------------------------------------------------



| | · | “equity-linked securities” are to any debt or equity securities that are convertible, exercisable
or exchangeable for our Class A ordinary shares issued in a financing transaction in connection with our initial business combination,
including but not limited to a private placement of equity or debt;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | “extension option” are to our option, upon deposit of an additional $0.10 per public share
(a total of $1,750,000) into the trust account, to extend the available time to consummate our initial business combination by three months.
We may exercise the extension option up to two times by resolution of our board if requested by our sponsor, allowing for up to an additional
six months (for a total of 24 months) to complete a business combination.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | “Extension Period” is to any one of the two permitted additional three-month periods in
which we have to consummate a business combination beyond 18 months pursuant to the exercise of an extension option by resolution of our
board if requested by our sponsor;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | “founder shares” are to our Class B ordinary shares initially issued to our initial shareholders
in a private placement prior to the initial public offering and the Class A ordinary shares that will be issued upon the automatic conversion
of the Class B ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof (for the
avoidance of doubt, such Class A ordinary shares will not be “public shares”);
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | “initial shareholder” is to holder of our founder shares prior to the initial public offering
(including all of the founder shares that our sponsor will transfer to each of our three independent directors);
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | “management” or our “management team” are to our executive officers and directors
(including our directors that will become directors in connection with the consummation of the initial public offering);
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | “ordinary shares” are to our Class A ordinary shares and our Class B ordinary shares;
| | - | -------------------------------------------------------------------------------------



| | · | “private placement warrants” are to the warrants issued to our sponsor in a private placement
simultaneously with the closing of the initial public offering;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | “public shareholders” are to the holders of our public shares, including our sponsor and
management team to the extent our sponsor and/or members of our management team purchase public shares, provided that our sponsor’s
and each member of our management team’s status as a “public shareholder” will only exist with respect to such public
shares;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | “public shares” are to our Class A ordinary shares sold as part of the units in the initial
public offering (whether they are purchased in the initial public offering or thereafter in the open market);
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | “public warrants” are to our warrants sold as part of the units in the initial public offering
(whether they are purchased in the initial public offering or thereafter in the open market);
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | “sponsor” are to AP Sponsor LLC, a Cayman Islands limited liability company;
| | - | ----------------------------------------------------------------------------



| | · | “warrants” are to our redeemable warrants, which include the public warrants as well as the private placement warrants
to the extent that they are no longer held by the initial purchasers of the private placement warrants or their permitted transferees;
and
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | “we,” “us,” “our,” “company,” “the Company” or “our company”
are to AP Acquisition Corp, a Cayman Islands exempted company.
| | - | ---------------------------------------------------------------------------------------------------------------------------





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CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS



This Report, including, without limitation, statements
under the heading “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” includes
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, (the “Securities Act”)
and Section 21E of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”). These forward-looking statements
can be identified by the use of forward-looking terminology, including the words “believes,” “estimates,” “anticipates,”
 “expects,” “intends,” “plans,” “may,” “will,” “potential,” “projects,”
 “predicts,” “continue,” or “should,” or, in each case, their negative or other variations or comparable
terminology. There can be no assurance that actual results will not materially differ from expectations. Such statements include, but
are not limited to, any statements relating to our ability to consummate any acquisition or other business combination and any other statements
that are not statements of current or historical facts. These statements are based on management’s current expectations, but actual
results may differ materially due to various factors, including, but not limited to:



| | · | our ability to select an appropriate target business or businesses;
| | - | -------------------------------------------------------------------



| | · | our ability to complete an initial business combination;
| | - | --------------------------------------------------------



| | · | our expectations around the performance of the prospective target business or businesses;
| | - | -----------------------------------------------------------------------------------------



| | · | our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business
combination;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------



| | · | our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business
or in approving our initial business combination;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | our potential ability to obtain additional financing to complete our initial business combination;
| | - | --------------------------------------------------------------------------------------------------



| | · | our pool of prospective target businesses;
| | - | ------------------------------------------



| | · | our ability to consummate an initial business combination due to the uncertainty resulting from the COVID-19 pandemic and other events
(such as terrorist attacks, natural disasters or other significant outbreaks of infectious diseases);
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | the ability of our officers and directors to generate a number of potential investment opportunities;
| | - | -----------------------------------------------------------------------------------------------------



| | · | our public securities’ potential liquidity and trading;
| | - | -------------------------------------------------------



| | · | the lack of a market for our securities;
| | - | ----------------------------------------



| | · | the use of proceeds not held in the trust account or available to us from interest income on the trust account balance;
| | - | -----------------------------------------------------------------------------------------------------------------------



| | · | the trust account not being subject to claims of third parties; or
| | - | ------------------------------------------------------------------



| | · | our financial performance following our initial public offering.
| | - | ----------------------------------------------------------------



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The forward-looking statements contained in this
Report are based on our current expectations and beliefs concerning future developments and their potential effects on us. Future developments
affecting us may not be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some
of which are beyond our control) and other assumptions that may cause actual results or performance to be materially different from those
expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors
described under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any
of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.
We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or
otherwise, except as may be required under applicable securities laws. These risks and others described under “Risk Factors”
may not be exhaustive.



By their nature, forward-looking statements involve
risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We caution
you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition
and liquidity, and developments in the industry in which we operate may differ materially from those made in or suggested by the forward-looking
statements contained in this Report. In addition, even if our results or operations, financial condition and liquidity, and developments
in the industry in which we operate are consistent with the forward-looking statements contained in this Report, those results or developments
may not be indicative of results or developments in subsequent periods.





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SUMMARY OF RISK FACTORS



The following
is a summary of the principal risks described below in Part I, Item 1A “Risk Factors” in this Annual Report on Form 10-K.
We believe that the risks described in the “Risk Factors” section are material to investors, but other factors not presentlyknown to us or that we currently believe are immaterial may also adversely affect us. The
following summary should not be considered an exhaustive summary of the material risks facing us, and it should be read in conjunction
with the “Risk Factors” section and the other information contained in this Annual Report on Form 10-K.



| | · | We are a newly incorporated 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.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Past performance by our management team or their respective affiliates may not be indicative of future performance of an investment
in us or in the future performance of the target business we may acquire.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | The renewable energy, renewable technology and energy services and solutions sectors are rapidly evolving, and we may not have sufficient
experience investing in certain areas within these sectors.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | We may face certain risks related to renewable energy, renewable technology and energy services and solutions sector companies.
| | - | -------------------------------------------------------------------------------------------------------------------------------



| | · | 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.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | 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.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | If we seek shareholder approval of our initial business combination, our sponsor and members of our management team have agreed to
vote in favor of such initial business combination, regardless of how our public shareholders vote.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | 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.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | 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.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the
probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem
your shares.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | The requirement that we consummate an initial business combination within 18 months after the initial public offering or during
any Extension Period may give potential target businesses leverage over us in negotiating a business combination and may limit the time
we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline,
which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





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| | · | We have the right, but not the obligation, to extend the term we have to consummate our initial business combination for up to an
additional six months without providing our shareholders with voting or redemption rights relating thereto.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be
materially adversely affected by the coronavirus (COVID-19) outbreak and the status of debt and equity markets.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | We may not be able to consummate an initial business combination within 18 months after the initial public offering or during
any Extension Period, in which case we would cease all operations except for the purpose of winding up and we would redeem our public
shares and liquidate.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | If we seek shareholder approval of our initial business combination, our sponsor, officers, directors, advisors and their affiliates
may elect to purchase public shares or warrants, which may influence a vote on a proposed business combination and reduce the public “float”
of our Class A ordinary shares or public warrants.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | 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.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



| | · | The NYSE 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.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | You will not be entitled to protections normally afforded to investors of many other blank check companies.
| | - | -----------------------------------------------------------------------------------------------------------



| | · | If we seek shareholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer
rules, and if you or a “group” of shareholders are deemed to hold in excess of 15% of our Class A ordinary shares, you
will lose the ability to redeem all such shares in excess of 15% of our Class A ordinary shares.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult
for us to complete our initial business combination. If we have not consummated our initial business combination within the required time
period, our public shareholders may receive only approximately $10.30 per public share, or less in certain circumstances, on the liquidation
of our trust account and our warrants will expire worthless.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | If the net proceeds of the initial public offering and the sale of the private placement warrants not being held in the trust account
are insufficient to allow us to operate for the 18 months following the initial public offering or during any Extension Period, it could
limit the amount available to fund our search for a target business or businesses and our ability to complete our initial business combination,
and we will depend on loans from our sponsor, its affiliates or members of our management team to fund our search and to complete our
initial business combination.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





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PART I



| | Item 1. | Business
| | ------- | --------



Overview



We are a newly formed company incorporated as a
Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization
or similar business combination with one or more businesses, which we refer to throughout this Report as our initial business combination.
We will not complete our initial business combination with a target that is headquartered China (including Hong Kong and Macau) or conducts
a majority of its business in China (including Hong Kong and Macau).



On April 29, 2021, our sponsor made a capital contribution
of $25,000, or approximately $0.004 per share, to cover certain expenses on our behalf in consideration of 5,750,000 Class B ordinary
shares, par value $0.0001. On October 22, 2021, the sponsor surrendered an aggregate of 1,437,500 founder shares for nil consideration
which were cancelled, thereby reducing the aggregate number of founder shares held by the sponsor to 4,312,500, at approximately $0.006
per share. On November 24, 2021, our sponsor transferred 30,000 Founder Shares to each of our three independent directors for an aggregate
price of $360.



On December 21, 2021, the Company consummated
its initial public offering of 17,250,000 units, including 2,250,000 units issued to the underwriter upon the full exercise of its
over-allotment option, at $10.00 per unit, generating gross proceeds of $172.5 million, and incurring offering costs of
approximately $10.5 million, inclusive of $6.0 million in deferred underwriting commissions. Of the units sold, Tokyo Century
Corporation (“Tokyo Century”), a strategic partner of the Company’s sponsor, purchased an aggregate of 2,000,000
of the Company’s units in the initial public offering at the initial public offering price. Each unit consists of one Class A
ordinary share and one-half of one redeemable warrant (each, a “Public Warrant”). Each whole Public Warrant entitles the
holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment.



Simultaneously with the closing of our initial
public offering, we consummated the private placement (“Private Placement”) of 10,625,000 warrants (each, a “Private
Placement Warrant” and collectively, the “Private Placement Warrants”) to the Sponsor, at a price of $1.00 per Private
Placement Warrant, generating gross proceeds of approximately $10.6 million. Each Private Placement Warrant is exercisable to purchase
one Class A ordinary share at $11.50 per share, subject to certain adjustments.



Advantage Partners



Advantage Partners is a leading Asian private equity
firm with offices in Tokyo, Hong Kong, Shanghai and Singapore. Advantage Partners has one of the largest and most experienced teams of
private equity professionals dedicated to the Japan and Asia markets. Advantage Partners, with a long history in Japanese private equity,
established the first ever buyout fund in Japan in 1997. The Firm has since raised 11 private equity funds with a total size of approximately
$5 billion including seven Japan buyout funds, one pan-Asia buyout fund and three public equity funds, focusing on management buyouts,
corporate carve-outs, private investments in public equities and other opportunities. Advantage Partners invested in or acquired more
than 100 separate companies representing total funds raised of approximately $5 billion. With its value enhancement approach, Advantage
Partners has seen a long history of successful exits with more than 60 realized or partially-realized investments through either IPO or
trade sales.



Advantage Partners has unlocked the value of its
portfolio companies with its edge in all three aspects of a buyout: sourcing, value enhancement, and exit. As the first Japanese private
equity fund, Advantage Partners has established extensive relationships and networks including various proprietary sourcing channels.
With operational improvement led by the experienced and dedicated teams mostly with management consulting backgrounds and cross-border
value enhancement, a significant portion of our sponsor’s cumulative historical returns have come from EBITDA growth, leading to
proven success in exit transactions.





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Advantage Partners has strong capabilities in executing
corporate carve-outs, including the examples of Fasford Technology (a former Hitachi company), United Cinemas (a former Sumitomo Corporation
company), Nihon Kaisui (a former Asahi Kasei company), Xacti (a former Panasonic company), Fujitsu Interconnect Technologies (a former
Fujitsu company), and Hisense Broadband Multimedia Technologies (a joint-venture with Hisense Group). Advantage Partners’ strong
network and relationships with Asia and Japanese blue-chip companies provide unique and proprietary carve-out deal originations, leading
to attractive entry valuations and a well proven post-acquisition management playbook to unlock the corporate value constrained under
the previous parent companies.



In the case of Fasford Technology, funds serviced
by Advantage Partners acquired the target company in 2015. The company was a semiconductor manufacturing equipment company, formally under
the ownership of Hitachi High-Tech Corporation, a subsidiary of Hitachi Corp. The deal began as a limited auction process, but Advantage
Partners was able to quickly secure exclusivity based on the seller’s appreciation for Advantage Partners’ strong reputation
and experience in effectively executing complex corporate carve-outs. Post-acquisition, Advantage Partners transformed the company into
a strong stand-alone entity independent of its previous parent, building its own brand name “Fasford Technology.” Strengthening
management and organizational capabilities, the company achieved significant improvements in manufacturing efficiencies and expanded its
global sales reach. Advantage Partners exited in 2018 by selling to Fuji Corporation with an estimated MOIC of 11.8x.



In the case of United Cinemas, funds serviced by
Advantage Partners acquired United Cinemas in 2012. United Cinemas was a leading Japanese cinema complex operator. The deal was executed
in the form of a carve-out from Sumitomo Corporation, a Japanese trading company. This deal was on a semi-proprietary basis, with access
derived from Advantage Partners’ long relationship with Sumitomo Corporation. After the acquisition, Advantage Partners supported
various value-add initiatives including the bolt-on acquisition of Kadokawa Cineplex, another Japanese cinema complex operator, accelerating
investments in growth investments which were conservative under the previous parent. These investments include investments in IMAX and
4DX technologies, along with other technologies. As a result of this support, United Cinemas achieved a broader, more robust profit stream
by increasing concession sales and advertising revenues. Advantage Partners exited this investment in 2014 with an estimated MOIC of 9.9x,
and the deal was awarded Mid-cap Exit of the Year Award in Asia from AVCJ, the leading private equity industry journal in Asia.



In the case of Nihon Kaisui, funds serviced by
Advantage Partners invested in Nihon Kaisui, a salt manufacturer in Japan, in 2003. The deal took the form of a carve-out combining two
separate subsidiaries of Asahi Kasei. The deal was sourced on a proprietary basis through Advantage Partners’ proactive targeting
approach, and subsequently resulted in the merger of two companies, Shin Nihon Salt and Akoh Kaisui, to form Nihon Kaisui. Post-acquisition,
Advantage Partners supported the company to integrate the two organizations into a stand-alone structure by strengthening management and
organizational capabilities. Advantage Partners also executed two additional bolt-on acquisitions, acquiring Sanuki Engyo, a competitor
in salt manufacturing, and Urashima Nori, a downstream seaweed products manufacturer. This industry consolidation play combined three
of the six legacy domestic salt manufacturers with diverse, complementary geographic footprints to become one of the leading salt companies
in Japan. Advantage Partners exited this investment in 2007 with an estimated MOIC of 5.0x.



Advantage Partners also has vast experience in
managing listed companies and has executed a number of minority private investments into public equities (PIPEs). Of the over 100 companies
in which Advantage Partners has invested, Advantage Partners has invested more than 30 in PIPEs, mostly through private placement issuances,
and is recognized as one of the most experienced Asia private equity firms to invest and generate returns in PIPEs.



We believe Advantage Partners’ proven track
record, proprietary industry and financial expertise, operational improvement experiences, extensive networks and relationships, as well
as capabilities to partner with management teams to create and unlock value, will significantly benefit our business combination target.



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Business Strategy



Our business strategy is to identify
and complete our initial business combination with a company whose operations are in the de-carbonization / renewable energy sectors,
with a particular focus in Japan / Asia (excluding China) and European markets, and complement the experience of our management team
and can benefit from our operational expertise.



Our selectionprocess
leverages our management team’s broad, unique industry expertise and proven deal-sourcing capabilities
to provide us with a strong pipeline of potential targets. Our management team and directors have experience in:



| | • | investing in businesses globally
                                            and enabling them to build their business and gain market access across European and Asian
                                            markets and beyond;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | investing in the renewable energy
                                            space, especially in Europe, which is the frontier in terms of de-carbonization;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | investing in quality businesses
                                            by means of corporate carve-outs from Japanese conglomerates to unlock and realize incremental
                                            value;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | partnering with management teams to drive value creation and
                                            long-term strategies;
| | - | ------------------------------------------------------------------------------------------------------------------------------



| | • | developing and growing companies, both organically and inorganically,
                                            in a broad range of industries;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------



| | • | managing and operating companies,
                                            setting and changing strategies, and identifying, mentoring and recruiting top-notch talent;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | successfully identifying and
                                            executing large M&A transactions; and
| | - | --------------------------------------------------------------------------------------------------------------



| | • | accessing the capital markets
                                            across the business cycle, including securing funding from other reputable investors and
                                            lenders, and assisting companies with the transition to public ownership.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Following the completion of the
initial public offering, we have begun the process of pursuing and reviewing potential opportunities.



Market Opportunity



While the areas set forth below
represent our primary areas of focus, this is by no means an exhaustive list. Management will continue to explore high growth investment
opportunities within the ESG space.



Renewable operators
/developers:



Continuing strong growth of renewable
energy is expected to be led by wind and solar. Renewable energy increased by a record amount, accounting for over 40% of the growth
in primary energy in 2019, according to BP Statistical Review of World Energy 2020. We believe the global economy’s transition
towards the sustainable use of energy presents a significant amount of attractive investment opportunities within the renewables market,
and this is expected to last for the next few decades given renewables only accounted for c.11% of the world’s primary energy share
in 2019. There is urgency to de-carbonize the economy and a wide range of industries is transitioning to a more sustainable model with
the support from favorable regulatory frameworks incentivizing the adoption of sustainable practice and technologies, which are expected
to support the growth of the renewable sector.



Renewable technologies:



Offshore wind installation
and vessel management:Grid-connected offshore wind capacity additions reached 5.9 GW in 2019, 40% higher than in 2018, as per the
International Energy Agency (IEA). China, UK and Germany are the leaders in recent offshore wind development. Under current investment
plans and policies, the global offshore wind market is set to expand by a 13% CAGR, exceeding 20GW of additions per year by 2030. Installation
and maintenance of offshore wind turbines and foundations require professional services including design, engineering, procurement, construction
and installation of the foundations, inter array cables and offshore substation, and most importantly transportation of the wind turbines.
Furthermore, high performing vessels are specifically designed to overcome harsh offshore environment and to comply with the stringent
maritime regulations required in various countries.





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Cable technologies:From
building offshore power connectors to communication networks, cable technologies and related solutions are commonly used in our daily
life and throughout many industries. The growing trend in global renewable development, for example in offshore wind, could drive the
development and investment in higher efficiency and eco-friendly energy transmission technologies, such as superconductors, submarine
cable technology and smart distribution technology. Additionally, rising adoption of data transmission and datacenter have also led the
development of fiber / optical cable industries with various technological advancements including minimize insertion loss and hacking
prevention.



Energy storage / batteries
and components:Energy storage technologies can be used for a wide variety of applications in the power, transportation and industrial
sectors, from stationary energy storage systems, to uninterruptible power supply, to utility-scale storage. Utility scale solutions for
grid stability and resilience will become increasingly essential as intermittent resources, primarily wind and solar generation, are
expected to dominate on-grid and off-grid generation. Continuous investment and R&D in the advancement of battery technologies, such
as increasing energy density, extending battery life and reducing charging time will also drive the growth of the market.



Energy Services and Solutions:



With favorable government policies
and rising public awareness, there has been increasing demand from the industrial, commercial and household customers for energy services
and solutions, with a focus on the EV value chain, energy supply and optimization. With the rising demand for EVs supported by government
policies, there lies great potential for EV charging technologies, EV batteries and related components to support the growing number
of EVs on the road. Additionally, energy services and solutions providers have developed a wide range of state-of-the-art technology
products targeting energy supply and optimization, including microgrid, residential and commercial storage systems, virtual power plants,
smart meters, smart home technologies, rooftop solar panels, batteries, heat storage and smart chargers.



Acquisition Criteria



Consistent with our business strategy,
we have identified the following general criteria and guidelines that we believe are critical to evaluating prospective companies within
our targeted sub-sectors:



| | • | Companies in the energy transition
                                            sector with a potential high impact on de-carbonization and sustainability;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Ability to be a globally competitive
                                            business with the opportunity to expand in high-growth Asian and global markets;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Opportunities for growth, organically
                                            or through add-on acquisitions, in a short to medium term time horizon;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Quality and track record of
                                            the management with solid execution capabilities, entrepreneurial drive, dynamic corporate
                                            culture and demonstrated leadership in target markets; and
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Ability and readiness to benefit
                                            from access to the public market.
| | - | --------------------------------------------------------------------------------------------------------------



Notwithstanding the foregoing,
these criteria and guidelines are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business
combination may or may not be based, to the extent relevant, on these general criteria and guidelines as well as other considerations,
factors, criteria and guidelines that our management may deem relevant. However, we will not complete our initial business combination
with a target that is headquartered China (including Hong Kong and Macau) or conducts a majority of its business in China (including
Hong Kong and Macau).





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Competitive Strengths



We believe that with Advantage
Partners and our management team’s different backgrounds combined, the sourcing, evaluation, diligence and execution capabilities
of our management team provides us with a significant pipeline of opportunities from which to evaluate and select a target for an initial
business combination that will benefit from our extensive experience. Our competitive strengths include the following:



| | • | Strong expertise in improving
                                            an investee company’s performance by governance, operations, and organizations;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Long accumulated know-how and
                                            experience in consulting and management skill sets;
| | - | -----------------------------------------------------------------------------------------------------------------------------



| | • | Well-established reputation
                                            and connections in the Asian / Japanese markets as well as Europe;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------



| | • | Proved experience in investing
                                            in renewable and de-carbonizing businesses;
| | - | ----------------------------------------------------------------------------------------------------------------------



| | • | Proprietary access and senior
                                            contacts with Japanese and European corporate executives in renewable and de-carbonization businesses;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Differentiated geographic focus
                                            on European and Asian markets; and
| | - | --------------------------------------------------------------------------------------------------------------



| | • | Rich untapped pipeline that
                                            is underserved from a SPAC perspective.
| | - | ---------------------------------------------------------------------------------------------------------------



Our Acquisition Process



In evaluating a prospective target
business, we conduct an extensive due diligence review that may encompass, as applicable and among other things, meetings with incumbent
management and employees, document reviews, interviews of customers and suppliers, inspection of facilities and a review of financial
and other information about the target and its industry. We also utilize our management team’s operational and capital planning
experience.



Certain of our officers and directors
own founder shares following the initial offering and, accordingly, 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, such officers and directors
have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such
officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination.



Each of our officers and directors
presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities including,
but not limited to, Advantage Partners. As a result, such officers or directors may be required to present a business combination opportunity
to such other entities subject to their fiduciary or other duties. As a result, if any of our officers or directors becomes aware of
a business combination opportunity that is suitable for an entity to which he or she has then-current fiduciary or contractual obligations,
then, subject to their fiduciary duties under Cayman Islands law, he or she will need to honor such fiduciary or contractual obligations
to present such business combination opportunity to such entity, before we can pursue such opportunity. If these other entities decide
to pursue any such opportunity, we may be precluded from pursuing the same. However, we do not expect these duties to materially affect
our ability to complete our initial business combination. Our amended and restated memorandum and articles of association provides that,
to the fullest extent permitted by applicable law, no individual serving as a director or an officer shall have any duty, except and
to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities
or lines of business as us and we renounce our interest in any business combination opportunity offered to any officer or director unless
such opportunity is expressly offered to such person solely in his or her capacity as an officer or director of the company and it is
an opportunity that we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue.





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In addition, our sponsor, officers
and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment
ventures during the period in which we are seeking an initial business combination. Any such companies, businesses or investments may
present additional conflicts of interest in pursuing an initial business combination. However, we do not believe that any such potential
conflicts would materially affect our ability to complete our initial business combination.



Furthermore, our directors and
officers are not required to commit any specified amount of time to our affairs and, accordingly, have conflicts of interest in allocating
management time among various business activities, including identifying potential business combinations and monitoring the related due
diligence.



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.



Initial Business Combination



So long as our securities are
then listed on the NYSE, our initial business combination must occur with one or more target businesses that together have an aggregate
fair market value of at least 80% of the net assets held in the trust account (excluding the amount of any deferred underwriting commissions
and taxes payable on the interest earned on the trust account) at the time of signing a definitive agreement in connection with our initial
business combination. We refer to this as the 80% of fair market value test. The fair market value of the target or targets will be determined
by our board of directors based upon one or more standards generally accepted by the financial community (such as actual and potential
sales, earnings, cash flow and/or book value). Even though our board of directors will rely on generally accepted standards, our board
of directors will have discretion to select the standards employed. In addition, the application of the standards generally involves
a substantial degree of judgment. Accordingly, investors will be relying on the business judgment of the board of directors in evaluating
the fair market value of the target or targets. The proxy solicitation materials or tender offer documents used by us in connection with
any proposed initial business combination will provide public shareholders with our analysis of our satisfaction of the 80% of fair market
value test, as well as the basis for our determinations. If our board of directors is not able to independently determine the fair market
value of the target business or businesses, we will obtain an opinion from an independent investment banking firm that is a member of
the Financial Industry Regulatory Authority, or FINRA, or an independent accounting firm with respect to the satisfaction of such criteria.
While we consider it unlikely that our board will not be able to make an independent determination of the fair market value of a target
business or businesses, it may be unable to do so if the board is less familiar or experienced with the target company’s business,
if there is a significant amount of uncertainty as to the value of the company’s assets or prospects, including if such company
is at an early stage of development, operations or growth, or if the anticipated transaction involves a complex financial analysis or
other specialized skills and the board determines that outside expertise would be helpful or necessary in conducting such analysis. Since
any opinion, if obtained, would merely state that the fair market value of the target business meets the 80% of fair market value test,
unless such opinion includes material information regarding the valuation of a target business or the consideration to be provided, it
is not anticipated that copies of such opinion would be distributed to our shareholders. However, if required under applicable law, any
proxy statement that we deliver to shareholders and file with the SEC in connection with a proposed initial business combination will
include such opinion.



We anticipate structuring our
initial business combination so that the post-business combination company in which our public shareholders own shares will own or acquire
100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination
such that the post-business combination company owns or acquires less than 100% of such interests or assets of the target business in
order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business
combination if the post-business combination company owns or acquires 50% or more of the outstanding voting securities of the target
or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company
under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-business combination company owns
or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own
a minority interest in the post-business combination company, depending on valuations ascribed to the target and us in the business combination.
For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding
capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance
of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority
of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target
business or businesses are owned or acquired by the post-business combination company, the portion of such business or businesses that
is owned or acquired is what will be valued for purposes of the 80% of fair market value test. If the business combination involves more
than one target business, the 80% of fair market value test will be based on the aggregate value of all of the target businesses. In
addition, we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent
of our sponsor. If our securities are not then listed on the NYSE for whatever reason, we would no longer be required to meet the foregoing
80% of fair market value test.





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To the extent we effect our initial
business combination with a company or business that may be financially unstable or in its early stages of development or growth, we
may be affected by numerous risks inherent in such company or business. Although our management will endeavor to evaluate the risks inherent
in a particular target business, we cannot assure you that we will properly ascertain or assess all significant risk factors.



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.



Other Considerations



We are not prohibited from pursuing
an initial business combination with a company that is affiliated with our sponsor, officers or directors. In the event we seek to complete
our initial business combination with a company that is affiliated with our sponsor or any of our officers or directors, we, or a committee
of independent directors, will obtain an opinion from an independent investment banking firm that is a member of FINRA, or an independent
accounting firm that such initial business combination is fair to our company from a financial point of view. We are not required to
obtain such an opinion in any other context.



Our management team is regularly
made aware of potential business opportunities, one or more of which we may desire to pursue for a business combination. Our sponsor,
officers and directors may sponsor, form or participate in other blank check companies similar to ours during the period in which we
are seeking an initial business combination. Any such companies may present additional conflicts of interest in pursuing an acquisition
target, particularly in the event there is overlap among investment mandates. However, we do not currently expect that any such other
blank check company would materially affect our ability to complete our initial business combination. In addition, our sponsor, officers
and directors are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest
in allocating management time among various business activities, including identifying potential business combinations and monitoring
the related due diligence.



Status as a Public Company



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





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



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



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 $1.07 billion, or (c) in which we are deemed to be a large
accelerated filer, which means the market value of our Class A ordinary shares that are held by non-affiliates equals or exceeds $700
million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior
three-year period.



Additionally, we are a “smaller
reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced
disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller
reporting company until the last day of any fiscal year for so long as either (1) the market value of our ordinary shares held by non-affiliates
is less than $250 million as of the end of that year’s second fiscal quarter or (2) our annual revenues are less than $100 million
during such completed fiscal year and the market value of our ordinary shares held by non-affiliates is less than $700 million as of
the end of that year’s second fiscal quarter.



Financial Position



Upon the closing of our initial
public offering, approximately $177.7 million of the net proceeds were placed in a trust account (“Trust Account”) located
in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. government treasury
obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under
the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by us, until the earlier of:
(i) the completion of a Business Combination and (ii) the distribution of the Trust Account. 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.





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Effecting Our Initial Business
Combination



General



We are not presently engaged in,
and we will not engage in, any operations for an indefinite period of time following the initial public offering. We intend to effectuate
our initial business combination using cash from the proceeds of the initial public offering and the sale of the private placement warrants,
the proceeds of the sale of our shares in connection with our initial business combination (pursuant to forward purchase agreements or
backstop agreements we may enter into following the consummation of the initial public offering or otherwise), shares issued to the owners
of the target, debt issued to bank or other lenders or the owners of the target, or a combination of the foregoing or other sources.
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. Although our
management will assess the risks inherent in a particular target business with which we may combine, we cannot assure you that this assessment
will result in our identifying all risks that a target business may encounter. Furthermore, some of those risks may be outside of our
control, meaning that we can do nothing to control or reduce the chances that those risks will adversely affect a target business.



If our initial business combination
is paid for using equity or debt, or not all of the funds released from the trust account are used for payment of the consideration in
connection with our initial business combination or the redemption 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 the maintenance or expansion of operations of the post-business
combination company, the payment of principal or interest due on indebtedness incurred in completing our initial business combination,
to fund the purchase of other companies or for working capital.



We may need to obtain additional
financing to complete our initial business combination, either because the transaction requires more cash than is available from the
proceeds held in our trust account, or because we become obligated to redeem a significant number of our public shares upon the completion
of the business combination, in which case we may issue additional securities or incur debt in connection with such business combination.
There are no prohibitions on our ability to issue securities or incur debt in connection with our initial business combination. Other
than the potential availability of the backstop arrangement with our sponsor, we are not currently a party to any arrangement or understanding
with any third party with respect to raising any additional funds through the sale of securities, the incurrence of debt or otherwise.



Sources of Target Businesses



Target businesses may be
brought to our attention by such unaffiliated sources as a result of being solicited by us through calls or mailings. These sources
may also introduce us to target businesses in which they think we may be interested on an unsolicited basis, since some of these
sources will have read this Report and know what types of businesses we are targeting. Our officers and directors, as well as their
affiliates, may also bring to our attention target business candidates that they become aware of through their business contacts as
a result of formal or informal inquiries or discussions they may have, as well as attending trade shows or conventions. In addition,
we expect to receive a number of proprietary deal flow opportunities that would not otherwise necessarily be available to us as a
result of the business relationships of our officers and directors. While we do not presently anticipate engaging the services of
professional firms or other individuals that specialize in business acquisitions on any formal basis, we may engage these firms or
other individuals in the future, in which event we may pay a finder’s fee, consulting fee or other compensation to be
determined in an arm’s length negotiation based on the terms of the transaction. We will engage a finder only to the extent
our management determines that the use of a finder may bring opportunities to us that may not otherwise be available to us or if
finders approach us on an unsolicited basis with a potential transaction that our management determines is in our best interest to
pursue. Payment of finder’s fees is customarily tied to completion of a transaction, in which case any such fee will be paid
out of the funds held in the trust account. In no event, however, will our sponsor or any of our existing officers or directors, or
their respective affiliates, be paid by us any finder’s fee, consulting fee or other compensation prior to, or for any
services they render in order to effectuate, the completion of our initial business combination (regardless of the type of
transaction that it is). We have agreed to pay our sponsor a total of $10,000 per month for office space, secretarial and
administrative support and to reimburse our sponsor for any out-of-pocket expenses related to identifying, investigating and
completing an initial business combination. Some of our officers and directors may enter into employment or consulting agreements
with the post-business combination company following our initial business combination. The presence or absence of any such fees or
arrangements will not be used as a criterion in our selection process of an acquisition candidate.





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We are not prohibited from pursuing
an initial business combination with a company that is affiliated with our sponsor, officers or directors. In the event we seek to complete
our initial business combination with a company that is affiliated with our sponsor or any of our officers or directors, we, or a committee
of independent directors, will obtain an opinion from an independent investment banking firm that is a member of FINRA or an independent
accounting firm that such initial business combination is fair to our company from a financial point of view. We are not required to
obtain such an opinion in any other context.



Each of our officers and
directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities, including
entities that are affiliates of our sponsor, pursuant to which such officer or director is or will be required to present a business
combination opportunity to such entity subject to his or her fiduciary duties. Accordingly, if any of our officers or directors becomes
aware of a business combination opportunity that is suitable for an entity to which he or she has then-current fiduciary or contractual
obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to
such entity, subject to their fiduciary duties under Cayman Islands law. See “Certain Relationships and Related Transactions, and
Director Independence.”



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



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



The time required to select and
evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process,
are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of,
and negotiation with, a prospective target business with which our initial business combination is not ultimately completed will result
in our incurring losses and will reduce the funds we can use to complete another business combination. The company will not pay any consulting
fees to members of our management team, or their respective affiliates, for services rendered to or in connection with our initial business
combination. In addition, we have agreed not to enter into a definitive agreement regarding an initial business combination without the
prior consent of our sponsor.



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



We will provide our public shareholders
with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business
days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account
and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided
by the number of then-outstanding public shares, subject to the limitations described herein. The amount in the trust account is currently
$10.30 per public share. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by
the deferred underwriting commissions we will pay to the underwriter. The redemption rights will include the requirement that a beneficial
holder must identify itself in order to validly redeem its shares.





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There will be no redemption rights
upon the completion of our initial business combination with respect to our warrants. Further, we will not proceed with redeeming our
public shares, even if a public shareholder has properly elected to redeem its shares, if a business combination does not close. Our
sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their
redemption rights with respect to any founder shares and public shares held by them in connection with (i) the completion of our initial
business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association
(A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their
shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our
initial business combination within 18 months from the closing of the initial public offering or during any Extension Period or (B) with
respect to any other provision relating to the rights of holders of our Class A ordinary shares.



Limitations on Redemptions



Our amended and restated memorandum
and articles of association provides that in no event will we redeem our public shares in an amount that would cause our net tangible
assets to be less than $5,000,001 (so that we do not then become subject to the SEC’s “penny stock” rules). However,
the proposed business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred
to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance
with the terms of the proposed business combination. In the event the aggregate cash consideration we would be required to pay for all
Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the
terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination
or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof. In addition,
if accepting all properly submitted redemption requests in connection with an amendment we seek to make to our amended and restated memorandum
and articles of association would cause our net tangible assets to be less than $5,000,001, we would not proceed with the amendment or
the related redemption of our public shares at such time, and all Class A ordinary shares submitted for redemption will be returned to
the holders thereof.



Manner of Conducting Redemptions



We will provide our public shareholders
with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination
either (i) in connection with a general 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 applicable law or stock exchange listing requirement. Asset acquisitions and share
purchases would not typically require shareholder approval while direct mergers with our company and any transactions where we issue
more than 20% of our issued and outstanding ordinary shares or seek to amend our amended and restated memorandum and articles of association
would typically require shareholder approval. We currently intend to conduct redemptions in connection with a shareholder vote unless
shareholder approval is not required by applicable law or stock exchange listing requirement or we choose to conduct redemptions pursuant
to the tender offer rules of the SEC for business or other reasons. So long as we obtain and maintain a listing for our securities on
the NYSE, we will be required to comply with the NYSE rules.



If we held a shareholder vote
to approve our initial business combination, we will, pursuant to our amended and restated memorandum and articles of association:



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



| | • | file proxy materials with the
                                            SEC.
| | - | ------------------------------------------------------------------------------





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In the event that we seek shareholder
approval of our initial business combination, we will distribute proxy materials and, in connection therewith, provide our public shareholders
with the redemption rights described above upon the completion of the initial business combination.



If we seek shareholder approval,
we will complete our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law and
pursuant to our amended and restated memorandum and articles of association, which requires the affirmative vote of shareholders holding
a majority of the shares which, being so entitled, are voted thereon in person or by proxy at a quorate general meeting of the company
or a unanimous written resolution of all of our shareholders entitled to vote at a general meeting of the company. A quorum for such
meeting will be present if holders of one-third of the issued and outstanding shares entitled to vote at the meeting are represented
in person or by proxy. In such case, our sponsor and each member of our management team have agreed to vote their founder shares and
public shares in favor of our initial business combination. As a result, in addition to our initial shareholders’ founder shares,
we would need (i) 6,468,751, or 37.5% (assuming all issued and outstanding shares are voted) or (ii) 4,468,751, or 25.9% (assuming all
issued and outstanding shares are voted and Tokyo Century votes its shares in favor of our initial business combination) of the 17,250,000
public shares sold in the initial public offering to be voted in favor of an initial business combination in order to have our initial
business combination approved. Each public shareholder may elect to redeem their public shares irrespective of whether they vote for
or against the proposed transaction or vote at all. In addition, our sponsor and each member of our management team have entered into
an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public
shares held by them in connection with (i) the completion of a business combination and (ii) a shareholder vote to approve an amendment
to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to
provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination
or to redeem 100% of our public shares if we do not complete our initial business combination within 18 months from the closing of the
initial public offering or during any Extension Period or (B) with respect to any other provision relating to the rights of holders of
our Class A ordinary shares.



If we conduct redemptions pursuant
to the tender offer rules of the SEC, we will, pursuant to our amended and restated memorandum and articles of association:



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



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



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



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





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



If we seek shareholder approval
of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to
the tender offer rules, then, pursuant to our amended and restated memorandum and articles of association, 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), is restricted from redeeming its public shares with respect to more than an aggregate
of 15% of the shares sold in the initial public offering, which we refer to as “Excess Shares,” without our prior consent.
We believe this restriction will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders
to use their ability to exercise their redemption rights against a proposed business combination as a means to force us or our management
to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision,
a public shareholder holding more than an aggregate of 15% of the shares sold in the initial public offering could threaten to exercise
its redemption rights if such holder’s shares are not purchased by us, our sponsor or our management at a premium to the then-current
market price or on other undesirable terms. By limiting our shareholders’ ability to redeem no more than 15% of the shares sold
in the initial public offering without our prior consent, we believe we will limit the ability of a small group of shareholders to unreasonably
attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with
a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash.



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



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



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



There is a nominal cost associated
with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC System. The transfer
agent will typically charge the tendering broker a fee of approximately $80.00 and it would be up to the broker whether or not to pass
this cost on to the redeeming holder. However, this fee would be incurred regardless of whether or not we require holders seeking to
exercise redemption rights to tender their shares. The need to deliver shares is a requirement of exercising redemption rights regardless
of the timing of when such delivery must be effectuated.



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





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



Extensions of time to complete
business combination



If we anticipate that we may not
be able to consummate our initial business combination within 18 months, we may extend the available time to consummate our initial business
combination by an additional three-month period by resolution of our board if requested by our sponsor. In order to exercise the extension
option, our sponsor must deposit into the trust account $0.10 per share (a total of $1,750,000) on or prior to the date of the applicable
deadline. The extension option may only be exercised up to two times, allowing for up to an additional six months (for a total of 24
months) to complete a business combination. The sponsor or its affiliates or designees will receive a non-interest bearing, unsecured
promissory note equal to the amount of any such deposit that will not be repaid in the event that we are unable to close a business combination
unless there are funds available outside the trust account to do so. Such notes would either be paid upon consummation of our initial
business combination, or, at the lender’s discretion, converted upon consummation of our business combination into additional private
placement warrants at a price of $1.00 per warrant. In the event that we receive notice from the sponsor five days prior to the applicable
deadline of its intent to exercise an extension option, we intend to issue a press release announcing such intention to exercise the
extension option at least three days prior to the applicable deadline. In addition, we intend to issue a press release the day after
the applicable deadline announcing whether the funds were timely deposited. The sponsor and its affiliates or designees are not obligated
to fund the trust account to extend the time for us to complete our initial business combination. Any notes issued pursuant to these
loans would be in addition to any notes issued pursuant to working capital loans made to us.



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 or during an Extension
Period to consummate an initial business combination. If we have not consummated an initial business combination within 18 months from
the closing of the initial public offering or during an Extension Period, we will: (i) cease all operations except for the purpose of
winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share
price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held
in the trust account and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution
expenses), divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders’
rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably
possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve,
subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable
law. There is no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail
to consummate an initial business combination within 18 months from the closing of the initial public offering or during an Extension
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 ten business days thereafter, subject to applicable Cayman Islands law.





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Our sponsor and each member of
our management team have entered into an agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions
from the trust account with respect to any founder shares they hold if we fail to consummate an initial business combination within 18
months from the closing of the initial public offering or during an Extension Period (although they will be entitled to liquidating distributions
from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the
prescribed timeframe).



Our sponsor and each member of
our management team have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and
restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of
our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem
100% of our public shares if we do not complete our initial business combination within 18 months from the closing of the initial public
offering or during an Extension period or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary
shares, unless we provide our public shareholders with the opportunity to redeem their public shares upon approval of any such amendment
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned
on the funds held in the trust account and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest
to pay dissolution expenses), divided by the number of the then-outstanding public shares, subject to the limitations described herein.
However, we may not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that
we do not then become subject to the SEC’s “penny stock” rules). If this optional redemption right is exercised with
respect to an excessive number of public shares such that we cannot satisfy the net tangible asset requirement, we would not proceed
with the amendment or the related redemption of our public shares at such time, and all Class A ordinary shares submitted for redemption
will be returned to the holders thereof. This redemption right shall apply in the event of the approval of any such amendment, whether
proposed by our sponsor, officer, director, or any other person.



All costs and expenses associated
with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the $1,190,000
held outside the trust account plus up to $100,000 of funds from the trust account available to us to pay dissolution expenses, although
we cannot assure you that there will be sufficient funds for such purpose.



If we were to expend all of the
net proceeds of the initial public offering and the sale of the private placement warrants, other than the proceeds deposited in the
trust account, and without taking into account interest, if any, earned on the trust account, the per-share redemption amount received
by shareholders upon our dissolution would be $10.30. 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 less than $10.30. While we intend to pay such amounts, if any, we cannot
assure you that we will have funds sufficient to pay or provide for all creditors’ claims.



Although we seek to have all vendors,
service providers (other than our independent registered public accounting firm), prospective target businesses and other entities with
which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the
trust account for the benefit of our public shareholders, there is no guarantee that they will execute such agreements or even if they
execute such agreements that they would be prevented from bringing claims against the trust account including, but not limited to, fraudulent
inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver,
in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the trust account.
If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will 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. Credit Suisse
Securities (USA) LLC will not execute an agreement with us waiving such claims to the monies held in the trust account. In addition,
there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of,
any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. In order to protect
the amounts held in the trust account, our sponsor has agreed that it will be liable to us if and to the extent any claims by a third
party for services rendered or products sold to us (other than our independent registered public accounting firm), or a prospective target
business with which we have discussed entering into a transaction agreement, reduce the amounts in the trust account to below the lesser
of (i) $10.30 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation
of the trust account if less than $10.30 per public share due to reductions in the value of the trust assets, in each case net of the
interest that may be withdrawn to pay our tax obligations, providedthat such liability will not apply to any claims by a third
party or prospective target business that executed a waiver of any and all rights to seek access to the trust account nor will it apply
to any claims under our indemnity of the underwriter 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, our sponsor will
not be responsible to the extent of any liability for such third-party claims. However, we have not asked our sponsor to reserve for
such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity
obligations and we believe that our sponsor’s only assets are securities of our company. Therefore, we cannot assure you that our
sponsor would be able to satisfy those obligations. None of our officers or directors will indemnify us for claims by third parties including,
without limitation, claims by vendors and prospective target businesses.





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In the event that the proceeds
in the trust account are reduced below the lesser of (i) $10.30 per public share and (ii) the actual amount per public share held in
the trust account as of the date of the liquidation of the trust account if less than $10.30 per public share due to reductions in the
value of the trust assets, in each case net of the amount of interest that may be withdrawn to pay our income tax obligations, and our
sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to
a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification
obligations. While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce
its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment and subject
to their fiduciary duties may choose not to do so in any particular instance. If our independent directors choose not to enforce these
indemnification obligations, the amount of funds in the trust account available for distribution to our public shareholders may be reduced
below $10.30 per public share.



We seek to reduce the possibility
that our sponsor will have to indemnify the trust account due to claims of creditors by endeavoring to have all vendors, service providers
(other than our independent registered public accounting firm), 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 underwriter of the initial public offering against certain liabilities,
including liabilities under the Securities Act. We have access to $1,190,000 following the initial public offering and the sale of the
private placement warrants with which to pay any such potential claims (including costs and expenses incurred in connection with our
liquidation, currently estimated to be no more than approximately $100,000). In the event that we liquidate and it is subsequently determined
that the reserve for claims and liabilities is insufficient, shareholders who received funds from our trust account could be liable for
claims made by creditors, however, such liability will not be greater than the amount of funds from our trust account received by any
such shareholder.



If we file a bankruptcy or winding-up
petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, the proceeds held in the trust
account could be subject to applicable bankruptcy or insolvency law, and may be included in our bankruptcy estate and subject to the
claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the trust account,
we cannot assure you we will be able to return $10.30 per public share to our public shareholders. Additionally, if we file a bankruptcy
or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, any distributions
received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy or insolvency laws as either a “preferential
transfer” or a “fraudulent conveyance.” As a result, a bankruptcy or insolvency court could seek to recover some or
all amounts received by our shareholders. Furthermore, our board of directors may be viewed as having breached its fiduciary duty to
our creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, by paying
public shareholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be
brought against us for these reasons.





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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 or during an Extension Period, (ii) in
connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance
or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with
our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within
18 months from the closing of the initial public offering or during an Extension Period or (B) with respect to any other provision relating
to the rights of holders of our Class A ordinary shares, or (iii) if they redeem their respective shares for cash upon the completion
of the initial business combination. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote
described in clause (ii) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent completion
of an initial business combination or liquidation if we have not consummated an initial business combination within 18 months from the
closing of the initial public offering or during an Extension Period, with respect to such Class A ordinary shares so redeemed. In no
other circumstances will a shareholder have any right or interest of any kind to or in the trust account. In the event we seek shareholder
approval in connection with our initial business combination, a shareholders’ voting in connection with the business combination
alone will not result in a shareholders’ redeeming its shares to us for an applicable pro rata share of the trust account. Such
shareholder must have also exercised its redemption rights described above. These provisions of our amended and restated memorandum and
articles of association, like all provisions of our amended and restated memorandum and articles of association, may be amended with
a shareholder vote.



Competition



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



Facilities



We currently maintain our executive offices at
Unit 2710, 27/F The Center, 99 Queen’s Road Central, Hong Kong. The cost for our use of this space is included in the $10,000 per
month fee we pay to our sponsor for office space, administrative and support services. We consider our current office space adequate
for our current operations.



Employees



We have one executive officer. This individual
is not obligated to devote any specific number of hours to our matters but he intends to devote as much of his time as he deems necessary
to our affairs until we have completed our initial business combination. The amount of time he devotes in any time period varies based
on whether a target business has been selected for our initial business combination and the stage of the business combination process
we are in. We do not intend to have any full time employees prior to the completion of our initial business combination.





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Periodic Reporting and Financial
Information



We have registered our units, Class A ordinary
shares and warrants 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 contains 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 circumstances,
and the historical financial statements may be required to be audited in accordance with the standards of the PCAOB. These financial
statement requirements may limit the pool of potential target businesses we may 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 timeframe. We cannot assure you that any particular target business identified by us as a potential acquisition
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 acquisition candidates,
we do not believe that this limitation is material.



We are required to evaluate and report on our
internal control procedures for the fiscal year ending December 31, 2022 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. As an exempted company, we have applied for and received a tax exemption undertaking from
the Cabinet Office of the Cayman Islands that, in accordance with the Tax Concessions Act (As Revised) of the Cayman Islands, for a period
of 20 years from April 26, 2021, no law which is thereafter enacted in the Cayman Islands imposing any tax to be levied on profits, income,
gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations
or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations
or (ii) by way of the withholding in whole or in part of any relevant payment as defined in the Tax Concessions Act (As Revised).



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.





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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 $1.07 billion, or (c) in which we are deemed to be a large accelerated filer,
which means the market value of our Class A ordinary shares that are held by non-affiliates equals or exceeds $700 million as of the
prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.



Additionally, we are a “smaller reporting
company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure
obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting
company until the last day of any fiscal year for so long as either (1) the market value of our ordinary shares held by non-affiliates
is less than $250 million as of the end of that year’s second fiscal quarter or (2) our annual revenues are less than $100 million
during such completed fiscal year and the market value of our ordinary shares held by non-affiliates is less than $700 million as of
the end of that year’s second fiscal quarter.



|Item 1A. | Risk Factors
|-------- | ------------



An investment in our securities involves a high
degree of risk. You should consider carefully all of the risks described below, together with the other information contained in this
Report and the final prospectus associated with our initial public offering, before making a decision to invest in our securities. If
any of the following events occur, our business, financial condition and operating results may be materially adversely affected. In that
event, the trading price of our securities could decline, and you could lose all or part of your investment.



Risks Relating to our Search for, Consummation of, or Inability
to Consummate, a Business Combination and Post-Business Combination Risks



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.



We are a recently incorporated Cayman Islands
exempted company with no operating results. Because we lack a substantial operating history, you have no basis upon which to evaluate
our ability to achieve our business objective of completing our initial business combination with one or more target businesses. If we
fail to complete our initial business combination, we will never generate any operating revenues.



Past performance by our management team or their respective
affiliates may not be indicative of future performance of an investment in us or in the future performance of the target business we
may acquire.



Information regarding performance is presented
for informational purposes only. Any past experience or performance of our management team and their respective affiliates is not a guarantee
of either (i) our ability to successfully identify and execute a transaction or (ii) success with respect to any business combination
that we may consummate. You should not rely on the historical record of our management team or their respective affiliates as indicative
of the future performance of an investment in us or the returns we will, or are likely to, generate going forward.





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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.



We may choose not to hold a shareholder vote before
we complete our initial business combination if the business combination would not require shareholder approval under applicable law
or stock exchange listing requirement. For instance, if we were seeking to acquire a target business where the consideration we were
paying in the transaction was all cash, we would typically not be required to seek shareholder approval to complete such a transaction.
Except for as required by applicable law or stock exchange listing requirement, the decision as to whether we will seek shareholder approval
of a proposed business combination or will allow shareholders to sell their shares to us in 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 otherwise require us to seek shareholder approval. Accordingly, we may complete our initial business combination even if holders
of a majority of our issued and outstanding ordinary shares do not approve of the business combination we complete.



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.



At the time of your investment in us, you will
not be provided with an opportunity to evaluate the specific merits or risks of any target businesses. Since our board of directors may
complete a business combination without seeking shareholder approval, public shareholders may not have the right or opportunity to vote
on the business combination, unless we seek such shareholder approval. Accordingly, your only opportunity to affect the investment decision
regarding a potential business combination may be limited to exercising your redemption rights within the period of time (which will
be at least 20 business days) set forth in our tender offer documents mailed to our public shareholders in which we describe our initial
business combination.



If we seek shareholder approval of our initial business combination,
our sponsor and members of our management team have agreed to vote in favor of such initial business combination, regardless of how our
public shareholders vote.



Our initial shareholders own, on an as-converted
basis, 20% of our issued and outstanding ordinary shares following the completion of the initial public offering. Our initial shareholders
also may from time to time purchase Class A ordinary shares prior to our initial business combination. Our amended and restated memorandum
and articles of association provides that, if we seek shareholder approval, we will complete our initial business combination only if
we obtain the approval of an ordinary resolution under Cayman Islands law and pursuant to our amended and restated memorandum and articles
of association, which requires the affirmative vote of shareholder holding a majority of the shares which, being so entitled, are voted
thereon in person or by proxy at a quorate general meeting of the company or a unanimous written resolution of all of our shareholders
entitled to vote at a general meeting of the company. A quorum for such meeting will be present if holders of one-third of the issued
and outstanding shares entitled to vote at the meeting are represented in person or by proxy. As a result, in addition to our initial
shareholders’ founder shares, we would need (i) 6,468,751, or 37.5% (assuming all issued and outstanding
shares are voted) or (ii) 4,468,751, or 25.9% (assuming all issued and outstanding shares are voted and Tokyo Century votes its shares
in favor of our initial business combination) of the 17,250,000 public shares sold in the initial public offering to be voted in favor
of an initial business combination in order to have our initial business combination approved. Accordingly, if we seek shareholder
approval of our initial business combination, the quorum and voting thresholds and the agreement by our sponsor and each member of our
management team to vote in favor of our initial business combination will increase the likelihood that we will receive the requisite
shareholder approval for such initial business combination.





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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.



We may seek to enter into a business combination
transaction agreement with a prospective target that requires as a closing condition that we have a minimum net worth or a certain amount
of cash. If too many public shareholders exercise their redemption rights, we would not be able to meet such closing condition and, as
a result, would not be able to proceed with the business combination. Furthermore, in no event will we redeem our public shares in an
amount that would cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC’s
 “penny stock” rules). Consequently, if accepting all properly submitted redemption requests would cause our net tangible
assets to be less than $5,000,001 or such greater amount necessary to satisfy a closing condition as described above, we would not proceed
with such redemption and the related business combination and may instead search for an alternate business combination or seek to revise
the terms of such business combination. Prospective targets will be aware of these risks and, thus, may be reluctant to enter into a
business combination transaction with us.



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.



At the time we enter into an agreement for our
initial business combination, we will not know how many shareholders may exercise their redemption rights, and therefore will need to
structure the transaction based on our expectations as to the number of shares that will be submitted for redemption. If a large number
of shares are submitted for redemption, we may need to restructure the transaction to reserve a greater portion of the cash in the trust
account or arrange for additional third-party financing. Raising additional third-party financing may involve dilutive equity issuances
or the incurrence of indebtedness at higher than desirable levels. The above considerations may limit our ability to complete the most
desirable business combination available to us or optimize our capital structure. The amount of the deferred underwriting commissions
payable to the underwriter will not be adjusted for any shares that are redeemed in connection with an initial business combination.
The per-share amount we will distribute to shareholders who properly exercise their redemption rights will not be reduced by the deferred
underwriting commissions and, after such redemptions, the amount held in trust will continue to reflect our obligation to pay the entire
deferred underwriting commissions.



The ability of our public shareholders to exercise redemption
rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful
and that you would have to wait for liquidation in order to redeem your shares.



If our initial business combination agreement
requires us to use a portion of the cash in the trust account to pay the purchase price, or requires us to have a minimum amount of cash
at closing, the probability that our initial business combination would be unsuccessful is increased. If our initial business combination
is unsuccessful, you would not receive your pro rata portion of the funds in the trust account until we liquidate the trust account.
If you are in need of immediate liquidity, you could attempt to sell your shares in the open market; however, at such time our shares
may trade at a discount to the pro rata amount per share in the trust account. In either situation, you may suffer a material loss on
your investment or lose the benefit of funds expected in connection with our redemption until we liquidate or you are able to sell your
shares in the open market.





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The requirement that we consummate an initial business combination
within 18 months after the closing of the initial public offering or during any Extension Period may give potential target businesses
leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential
business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our
initial business combination on terms that would produce value for our shareholders.



Any potential target business with which we enter
into negotiations concerning a business combination will be aware that we must consummate an initial business combination within 18 months
from the closing of the initial public offering unless we obtain the required approval by resolution of our board for any Extension Period.
Consequently, such target business may obtain leverage over us in negotiating a business combination, knowing that if we do not complete
our initial business combination with that particular target business then we may be unable to complete our initial business combination
with any target business. This risk will increase as we get closer to the timeframe described above. In addition, we may have limited
time to conduct due diligence and may enter into our initial business combination on terms that we would have rejected upon a more comprehensive
investigation.



We have the right, but not the obligation, to extend the term
we have to consummate our initial business combination for up to an additional six months without providing our shareholders with voting
or redemption rights relating thereto.



If we anticipate that we may not be able to consummate
our initial business combination within 18 months, and subject to the resolution of our board and our sponsor depositing additional funds
into the trust account, we have the option to extend our time to consummate a business combination for up to two additional three-month
periods, for a total of up to 24 months to complete a business combination. Each extension will occur as long as our sponsor or its affiliates
or designees, on or prior to the date of the applicable deadline, deposits into the trust account $1,750,000 ($0.10 per public share)
on or prior to the date of the 18-month or extended deadline (in which case the deadline is 21 months). Any such payment would be made
in the form of a non-interest bearing loan. If we complete our initial business combination, we will, at the option of the lender, repay
such loaned amounts out of the proceeds of the trust account released to us or convert a portion or all of the total loan amounts into
warrants at a price of $1.00 per warrant, which warrants will be identical to the private placement warrants. If we do not complete a
business combination, we will repay such loans only from any funds held outside of the trust account.



Because such extensions only require the resolution
of our board, our public shareholders will not be entitled to vote or redeem their shares in connection with any such extension. As a
result, we may conduct such an extension even though a majority of our public shareholders do not support such an extension and will
not be able to redeem their shares in connection therewith. This feature is different from the traditional special purpose acquisition
company structure, in which any extension of the company’s period to complete a business combination requires a vote of the company’s
shareholders and shareholders have the right to redeem their public shares in connection with such vote.



Our sponsor and its affiliates or designees are
not obligated to fund the trust account to extend the time for us to complete our initial business combination. Our sponsor may decide
not to extend the term we have to consummate our initial business combination, in which case we would cease all operations except for
the purpose of winding up and we would redeem our public shares and liquidate, and the warrants will be worthless.



Our search for a business combination, and any target business
with which we ultimately consummate a business combination, may be materially adversely affected by the coronavirus (COVID-19) outbreak
and the status of debt and equity markets.



In December 2019, a novel strain of coronavirus
was reported to have surfaced in Wuhan, China, which has and is continuing to spread throughout China and other parts of the world, including
the United States. The World Health Organization declared the outbreak of COVID-19 a “Public Health Emergency of International
Concern” on January 30, 2020 and a “pandemic” on March 11, 2020. The COVID-19 outbreak has resulted in, and a significant
outbreak of other infectious diseases could result in, a widespread health crisis that could adversely affect the economies and financial
markets worldwide, and the business of any potential target business with which we consummate a business combination could be materially
and adversely affected. Furthermore, we may be unable to complete a business combination if continued concerns relating to COVID-19 continues
to restrict travel and limit our ability to have meetings with potential investors or the target company’s personnel, vendors and
service providers and to consummate a transaction in a timely manner. The extent to which COVID-19 impacts our search for a business
combination will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may
emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. If the disruptions
posed by COVID-19 or other matters of global concern continue for an extensive period of time, our ability to consummate a business combination,
or the operations of a target business with which we ultimately consummate a business combination, may be materially adversely affected.





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In addition, our ability to consummate a transaction
may be dependent on the ability to raise equity and debt financing, which may be impacted by COVID-19 and other events, including as
a result of increased market volatility and decreased market liquidity.



We may not be able to consummate an initial business combination
within 18 months after the closing of the initial public offering or during any Extension Period, in which case we would cease all operations
except for the purpose of winding up and we would redeem our public shares and liquidate.



We may not be able to find a suitable target business
and consummate an initial business combination within 18 months after the closing of the initial public offering or during any Extension
Period. Our ability to complete our initial business combination may be negatively impacted by general market conditions, volatility
in the capital and debt markets, geopolitical tension and the other risks described herein. For example, the outbreak of COVID-19 continues
to grow both in the U.S. and globally and, while the extent of the impact of the outbreak on us will depend on future developments, it
could limit our ability to complete our initial business combination, including as a result of increased market volatility, decreased
market liquidity and third-party financing being unavailable on terms acceptable to us or at all. Additionally, the outbreak of COVID-19
and other crises or events, such as terrorist attacks, natural disasters or a significant outbreak of other infectious diseases may negatively
impact businesses we may seek to acquire. It may also have the effect of heightening many of the other risks described in this “Risk
Factor” section, such as those related to the market for our securities and cross-border transactions. If we have not consummated
an initial business combination within such applicable time period, we will: (i) cease all operations except for the purpose of winding
up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share
price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held
in the trust account and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution
expenses), divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders’
rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably
possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve,
subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable
law. 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 ten business days thereafter, subject to applicable Cayman Islands law. In either such
case, our public shareholders may receive only $10.30 per public share, or less than $10.30 per public share, on the redemption of their
shares, and our warrants will expire worthless..



If we seek shareholder approval of our initial business combination,
our sponsor, officers, directors, advisors and their affiliates may elect to purchase public shares or warrants, which may influence
a vote on a proposed business combination and reduce the public “float” of our Class A ordinary shares or public warrants.



If we seek shareholder approval of our initial
business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer
rules, our sponsor, officers, directors, advisors or their affiliates may purchase public shares or warrants in privately negotiated
transactions or in the open market either prior to or following the completion of our initial business combination, although they are
under no obligation to do so. However, they have no current commitments, plans or intentions to engage in such transactions and have
not formulated any terms or conditions for any such transactions. None of the funds in the trust account will be used to purchase public
shares or warrants in such transactions. In the event that our sponsor, officers, directors, advisors or their affiliates purchase public
shares or warrants in privately negotiated transactions from public shareholders who have already elected to exercise their redemption
rights or submitted a proxy to vote against our initial business combination, such selling shareholders would be required to revoke their
prior elections to redeem their shares and any proxy to vote against our initial business combination. The purpose of any such transaction
could be to (i) vote in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of the
business combination, (ii) reduce the number of public warrants outstanding or vote such warrants on any matters submitted to the warrant
holders for approval in connection with our initial business combination or (iii) satisfy a closing condition in an agreement with a
target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where
it appears that such requirement would otherwise not be met. Any such purchases of our securities may result in the completion of our
initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public “float”
of our Class A ordinary shares or public warrants may be reduced and the number of beneficial holders of our securities may be reduced,
which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.
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.





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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.



We will comply with the proxy rules or tender
offer rules, as applicable, when conducting redemptions in connection with our initial business combination. Despite our compliance with
these rules, if a shareholder fails to receive our proxy solicitation or tender offer materials, as applicable, such shareholder may
not become aware of the opportunity to redeem its shares. In addition, the proxy solicitation or tender offer materials, as applicable,
that we will furnish to holders of our public shares in connection with our initial business combination will describe the various procedures
that must be complied with in order to validly redeem or tender public shares. In the event that a shareholder fails to comply with these
procedures, its shares may not be redeemed. See “Item 1. Business—Effecting Our Initial Business Combination—Tendering
Share Certificates in Connection with a Tender Offer or Redemption Rights.”



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



Our public shareholders are entitled to receive
funds from the trust account only upon the earliest to occur of: (i) our completion of an initial business combination, and then only
in connection with those Class A ordinary shares that such shareholder properly elected to redeem, subject to the limitations described
herein, (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated
memorandum and articles of association (A) to modify the substance or timing of our obligation to provide holders of our Class A ordinary
shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares
if we do not complete our initial business combination within 18 months from the closing of the initial public offering or during any
Extension Period or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares, and (iii)
the redemption 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 during any Extension Period, subject to applicable law and as further described herein. Public shareholders
who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (ii) in the preceding sentence shall
not be entitled to funds from the trust account upon the subsequent completion of an initial business combination or liquidation if we
have not consummated an initial business combination within 18 months from the closing of the initial public offering or during any Extension
Period, with respect to such Class A ordinary shares so redeemed. In no other circumstances will a public shareholder have any right
or interest of any kind in the trust account. Holders of warrants also will not have any right to the proceeds held in the trust account
with respect to the warrants. Accordingly, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially
at a loss.



The NYSE 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.



We have been approved to list our units on the
NYSE. Although we meet the minimum initial listing standards set forth in the NYSE listing standards, we cannot assure you that our securities
will continue to be listed on the NYSE in the future or prior to our initial business combination. In order to continue listing our securities
on the NYSE prior to our initial business combination, we must maintain certain financial, distribution and share price levels. Generally,
we must maintain a minimum market capitalization and a minimum number of holders of our securities.





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Additionally, our units will not be traded after
the completion of our initial business combination and, in connection with our initial business combination, we will be required to demonstrate
compliance with the NYSE initial listing requirements, which are more rigorous than the NYSE continued listing requirements, in order
to continue to maintain the listing of our securities on the NYSE.



For instance, in order for our Class A ordinary
shares to be listed upon the consummation of our initial business combination, at such time, our share price would generally be required
to be at least $4.00 per share.



If the NYSE delists any of our securities from
trading on its exchange and we are not able to list our securities on another national securities exchange, we expect such securities
could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including:



| | · | a limited availability
                                            of market quotations for our securities;
| | - | -----------------------------------------------------------------------------------------------------------



| | · | reduced liquidity
                                            for our securities;
| | - | ---------------------------------------------------------------------------------



| | · | a determination
                                            that our Class A ordinary shares are a “penny stock,” which will require brokers
                                            trading in our Class A ordinary shares to adhere to more stringent rules and possibly result
                                            in a reduced level of trading activity in the secondary trading market for our securities;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | a limited amount
                                            of news and analyst coverage; and
| | - | ----------------------------------------------------------------------------------------------



| | · | a decreased ability
                                            to issue additional securities or obtain additional financing in the future.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------



The National Securities Markets Improvement Act
of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred
to as “covered securities.” Because our units and our Class A ordinary shares and warrants are listed on the NYSE, our units,
Class A ordinary shares and warrants qualify as covered securities under the statute. Although the states are preempted from regulating
the sale of covered securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud,
and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular
case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check
companies, other than the State of Idaho, certain state securities regulators view blank check companies unfavorably and might use these
powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were
no longer listed on the NYSE, our securities would not qualify as covered securities under the statute and we would be subject to regulation
in each state in which we offer our securities.



You will not be entitled to protections normally afforded to
investors of many other blank check companies.



Since the net proceeds of our initial public offering
and the sale of the private placement warrants are intended to be used to complete an initial business combination with a target business
that has not been selected, we may be deemed to be a “blank check” company under the United States securities laws. However,
because we have net tangible assets in excess of $5,000,000 upon the completion of the initial public offering and the sale of the private
placement warrants and have filed a Current Report on Form 8-K, including an audited balance sheet demonstrating this fact, we are exempt
from rules promulgated by the SEC to protect investors in blank check companies, such as Rule 419. Accordingly, investors will not be
afforded the benefits or protections of those rules. Among other things, this means our units will be immediately tradable and we will
have a longer period of time to complete our initial business combination than do companies subject to Rule 419. Moreover, if the initial
public offering were subject to Rule 419, that rule would prohibit the release of any interest earned on funds held in the trust account
to us unless and until the funds in the trust account were released to us in connection with our completion of an initial business combination.





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If we seek shareholder approval of our initial business combination
and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of shareholders are deemed
to hold in excess of 15% of our Class A ordinary shares, you will lose the ability to redeem all such shares in excess of 15% of our
Class A ordinary shares.



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, then, pursuant to our amended and restated memorandum and articles of association, a public shareholder, together with any affiliate
of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under
Section 13 of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of
the shares sold in the initial public offering, which we refer to as the “Excess Shares,” without our prior consent. However,
we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our
initial business combination. Your inability to redeem the Excess Shares will reduce your influence over our ability to complete our
initial business combination and you could suffer a material loss on your investment in us if you sell Excess Shares in open market transactions.
Additionally, you will not receive redemption distributions with respect to the Excess Shares if we complete our initial business combination.
And as a result, you will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares, would be required
to sell your shares in open market transactions, potentially at a loss.



Because of our limited resources and the significant competition
for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we have not
consummated our initial business combination within the required time period, our public shareholders may receive only approximately
$10.30 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.



We expect to encounter intense competition from
other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships),
other blank check companies and other entities, domestic and international, competing for the types of businesses we intend to acquire.
Many of these individuals and entities are well established and have extensive experience in identifying and effecting, directly or indirectly,
acquisitions of companies operating in or providing services to various industries. Many of these competitors possess greater technical,
human and other resources or more local industry knowledge than we do and our financial resources will be relatively limited when contrasted
with those of many of these competitors. While we believe there are numerous target businesses we could potentially acquire with the
net proceeds of the initial public offering and the sale of the private placement warrants, our ability to compete with respect to the
acquisition of certain target businesses that are sizable will be limited by our available financial resources. This inherent competitive
limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore, we are obligated to offer
holders of our public shares the right to redeem their shares for cash at the time of our initial business combination in conjunction
with a shareholder vote or via a tender offer. Target companies will be aware that this may reduce the resources available to us for
our initial business combination. Any of these obligations may place us at a competitive disadvantage in successfully negotiating a business
combination. If we have not consummated our initial business combination within the required time period, our public shareholders may
receive only approximately $10.30 per public share, or less in certain circumstances, on the liquidation of our trust account and our
warrants will expire worthless. See “—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 $10.30 per public share” and other risk
factors herein.



The renewable energy, renewable technology and energy services
and solutions sectors are rapidly evolving, and we, our sponsor and Advantage Partners may not have sufficient experience investing in
certain areas within these sectors. This may have a negative impact on our ability to consummate a business combination.



Our targeted sectors for our initial business
combination include the renewable energy, renewable technology and energy services and solutions sectors, which are broad sectors that
encompass many different areas. While our management team has significant experience in the renewable energy sector as a whole, the renewable
energy, renewable technology and energy services and solutions investment sectors are rapidly evolving, and we, our sponsor and Advantage
Partners may not have relevant experience in certain areas within the sectors that we are targeting. To the extent that we pursue opportunities
in areas where we have more limited experience, our ability to successfully identify and consummate our initial business combination
may be negatively impacted.





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As the number of special purpose acquisition companies evaluating
targets increases, attractive targets may become scarcer and there may be more competition for attractive targets. This could increase
the cost of our initial business combination and could even result in our inability to find a target or to consummate an initial business
combination.



In recent years, the number of special purpose
acquisition companies that have been formed has increased substantially. Many potential targets for special purpose acquisition companies
have already entered into an initial business combination, and there are still many special purpose acquisition companies preparing for
an initial public offering, as well as many such companies currently in registration. As a result, at times, fewer attractive targets
may be available to consummate an initial business combination.



In addition, because there are more special purpose
acquisition companies seeking to enter into an initial business combination with available targets, the competition for available targets
with attractive fundamentals or business models may increase, which could cause target companies to demand improved financial terms.
Attractive business combinations could also become scarcer for other reasons, such as economic or industry sector downturns, geopolitical
tensions, or increases in the cost of additional capital needed to close business combinations or operate targets post-business combination.
This could increase the cost of, delay or otherwise complicate or frustrate our ability to find and consummate an initial business combination,
and may result in our inability to consummate an initial business combination on terms favorable to our investors altogether.



If the net proceeds of the initial public offering and the sale
of the private placement warrants not being held in the trust account are insufficient to allow us to operate for the 18 months following
the closing of the initial public offering or during any Extension Period, it could limit the amount available to fund our search for
a target business or businesses and our ability to complete our initial business combination, and we will depend on loans from our sponsor,
its affiliates or members of our management team to fund our search and to complete our initial business combination.



The funds available to us outside of the trust
account may not be sufficient to allow us to operate for at least the next 18 months or during any Extension Period, assuming that our
initial business combination is not completed during that time. We expect to incur significant costs in pursuit of our acquisition plans.
Management’s plans to address this need for capital through the initial public offering and potential loans from certain of our
affiliates are discussed in the section of this Reporttitled “Item 7. Management’s Discussion
and Analysis of Financial Condition and Results of Operations.” However, our affiliates are not obligated to make loans to us in
the future, and we may not be able to raise additional financing from unaffiliated parties necessary to fund our expenses. Any such event
in the future may negatively impact the analysis regarding our ability to continue as a going concern at such time.



Of the net proceeds of the initial public offering
and the sale of the private placement warrants, only approximately $1,190,000 will be available to us initially outside the trust account
to fund our working capital requirements. We believe that the funds available to us outside of the trust account, together with funds
available from loans from our sponsor, its affiliates or members of our management team, will be sufficient to allow us to operate for
at least the 18 months following the closing of the initial public offering; however, we cannot assure you that our estimate is accurate,
and our sponsor, its affiliates or members of our management team are under no obligation to advance funds to us in such circumstances.
Of the funds available to us, we expect to use a portion of the funds available to us to pay fees to consultants to assist us with our
search for a target business. We could also use a portion of the funds as a down payment or to fund a “no-shop” provision
(a provision in letters of intent designed to keep target businesses from “shopping” around for transactions with other companies
or investors on terms more favorable to such target businesses) with respect to a particular proposed business combination, although
we do not have any current intention to do so. If we entered into a letter of intent where we paid for the right to receive exclusivity
from a target business and were subsequently required to forfeit such funds (whether as a result of our breach or otherwise), we might
not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target business.





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If we are required to seek additional capital,
we would need to borrow funds from our sponsor, its affiliates, members of our management team or other third parties to operate or may
be forced to liquidate. Neither our sponsor, its affiliates or members of our management team is under any obligation to us in such circumstances.
Any such advances may be repaid only from funds held outside the trust account or from funds released to us upon the completion of our
initial business combination. Up to $1,500,000 of such loans made available from our sponsor, its affiliates or a member of our management
team may be convertible into warrants of the post-business combination entity at a price of $1.00 per warrant at the option of the lender,
which would be identical to the private placement warrants. Prior to the completion of our initial business combination, we do not expect
to seek loans from parties other than our sponsor, its affiliates or members of our management team as we do not believe third parties
will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account. If we
have not consummated our initial business combination within the required time period because we do not have sufficient funds available
to us, we will be forced to cease operations and liquidate the trust account. Consequently, our public shareholders may only receive
an estimated $10.30 per public share, or possibly less, on our redemption of our public shares, and our warrants will expire worthless.
See “—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 $10.30 per public share” and other risk factors herein.



Subsequent to our completion of our initial business combination,
we may be required to take write-downs or write-offs, restructure our operations or incur impairment or other charges that could have
a significant negative effect on our financial condition, results of operations and the price of our securities, which could cause you
to lose some or all of your investment.



Even if we conduct extensive due diligence on
a target business with which we combine, we cannot assure you that this diligence will identify all material issues with a particular
target business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors
outside of the target business and outside of our control will not later arise. As a result of these factors, we may be forced to later
write down or write off assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses.
Even if our due diligence successfully identifies certain risks, unexpected risks may arise, and previously known risks may materialize
in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate
impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about us or our
securities. In addition, charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a
result of assuming pre-existing debt held by a target business or by virtue of our obtaining post-combination debt financing. Accordingly,
any holders who choose to retain their securities following the business combination could suffer a reduction in the value of their securities.
Such holders are unlikely to have a remedy for such reduction in value.



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 $10.30 per public
share.



Our placing of funds in the trust account may
not protect those funds from third-party claims against us. Although we will seek to have all vendors, service providers (other than
our independent registered public accounting firm), prospective target businesses and other entities with which we do business execute
agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit
of our public shareholders, such parties may not execute such agreements, or even if they execute such agreements, they may not 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 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. Upon redemption 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 during any Extension Period, or upon
the exercise of a redemption right in connection with our initial business combination, we will be required to provide for payment of
claims of creditors that were not waived that may be brought against us within the ten years following redemption. Accordingly, the per-share
redemption amount received by public shareholders could be less than the $10.30 per public share initially held in the trust account,
due to claims of such creditors. Pursuant to a letter agreement, our sponsor has agreed that it will be liable to us if and to the extent
any claims by a third party (other than our independent registered public accounting firm) 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 amounts in the trust
account to below the lesser of (i) $10.30 per public share and (ii) the actual amount per public share held in the trust account as of
the date of the liquidation of the trust account if less than $10.30 per public share due to reductions in the value of the trust assets,
in each case net of the interest that may be withdrawn to pay our tax obligations, provided that such liability will not apply to any
claims by a third party or prospective target business that executed a waiver of any and all rights to seek access to the trust account
nor will it apply to any claims under our indemnity of the underwriter of the initial public offering against certain liabilities, including
liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party,
our sponsor will not be responsible to the extent of any liability for such third-party claims.





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However, we have not asked our sponsor to reserve
for such indemnification obligations nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity
obligations, and we believe that our sponsor’s only assets are securities of our company. Therefore, we cannot assure you that
our sponsor would be able to satisfy those obligations. 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 $10.30 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 will indemnify us for claims by third parties including,
without limitation, claims by vendors and prospective target businesses.



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 per share redemption amount received by shareholders may be less than $10.30 per share.



The net proceeds of our initial public offering
and certain proceeds from the sale of the private placement warrants are held in an interest-bearing trust account. The proceeds held
in the trust account may only be invested in direct U.S. Treasury obligations having a maturity of 185 days or less, or in certain money
market funds which invest only in direct U.S. Treasury obligations. While short-term U.S. Treasury obligations currently yield a positive
rate of interest, they have briefly yielded negative interest rates in recent years. Central banks in Europe and Japan pursued interest
rates below zero in recent years, and the Open Market Committee of the Federal Reserve has not ruled out the possibility that it may
in the future adopt similar policies in the United States. In the event of very low or negative yields, the amount of interest income
(which we may withdraw to pay income taxes, if any) would be reduced. In the event that we are unable to complete our initial business
combination, our public shareholders are entitled to receive their pro-rata share of the proceeds held in the trust account, plus any
interest income. If the balance of the trust account is reduced below $177,675,000 as a result of negative interest rates, the amount
of funds in the trust account available for distribution to our public shareholders may be reduced below $10.30 per share.



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.



In the event that the proceeds in the trust account
are reduced below the lesser of (i) $10.30 per public share and (ii) the actual amount per public share held in the trust account as
of the date of the liquidation of the trust account if less than $10.30 per public share due to reductions in the value of the trust
assets, in each case net of the interest that may be withdrawn to pay our tax obligations, and our sponsor asserts that it is unable
to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent
directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations. While we currently
expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations
to us, it is possible that our independent directors in exercising their business judgment and subject to their fiduciary duties may
choose not to do so in any particular instance. If our independent directors choose not to enforce these indemnification obligations,
the amount of funds in the trust account available for distribution to our public shareholders may be reduced below $10.30 per public
share.





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We may not have sufficient funds to satisfy indemnification
claims of our executive officers and directors.



We have agreed to indemnify our executive officers
and directors to the fullest extent permitted by law. However, our executive officers and directors have agreed to waive any right, title,
interest or claim of any kind in or to any monies in the trust account and to not seek recourse against the trust account for any reason
whatsoever (except to the extent they are entitled to funds from the trust account due to their ownership of public shares). Accordingly,
any indemnification provided will be able to be satisfied by us only if (i) we have sufficient funds outside of the trust account or
(ii) we consummate an initial business combination. Our obligation to indemnify our executive officers and directors may discourage shareholders
from bringing a lawsuit against our executive officers or directors for breach of their fiduciary duty. These provisions also may have
the effect of reducing the likelihood of derivative litigation against our executive officers and directors, even though such an action,
if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholders’ investment may be adversely affected
to the extent we pay the costs of settlement and damage awards against our executive officers and directors pursuant to these indemnification
provisions.



If, after we distribute the proceeds in the trust account to
our public shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against
us that is not dismissed, a bankruptcy or insolvency court may seek to recover such proceeds, and the members of our board of directors
may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our board of directors and
us to claims of punitive damages.



If, after we distribute the proceeds in the trust
account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is
filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or
bankruptcy or insolvency laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result,
a bankruptcy or insolvency court could seek to recover some or all amounts received by our shareholders. In addition, our board of directors
may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us
to claims of punitive damages, by paying public shareholders from the trust account prior to addressing the claims of creditors.



If, before distributing the proceeds in the trust account to
our public shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against
us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders and the per-share
amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.



If, before distributing the proceeds in the trust
account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is
filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy or insolvency
law and may be included in our bankruptcy 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, the per-share amount that would otherwise be received by our shareholders
in connection with our liquidation may be reduced.



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.



If we are forced to enter into an insolvent liquidation,
any distributions received by shareholders could be viewed as an unlawful payment if it was proved that immediately following the date
on which the distribution was made, we were unable to pay our debts as they fall due in the ordinary course of business. As a result,
a liquidator could seek to recover some or all amounts received by our shareholders. Furthermore, our directors may be viewed as having
breached their fiduciary duties to us or our creditors and/or may have acted in bad faith, thereby exposing themselves and our company
to claims, 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. We and our officers and directors who knowingly and willfully authorized or
permitted any distribution to be paid out of our share premium account while we were unable to pay our debts as they fall due in the
ordinary course of business would be guilty of an offence and may be liable for a fine of $18,292.68 and imprisonment for five years
in the Cayman Islands.





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We may not hold an annual general meeting until after the consummation
of our initial business combination.



In accordance with the NYSE corporate governance
requirements, we are not required to hold an annual general meeting until one year after our first fiscal year end following our listing
on the NYSE. There is no requirement under the Companies Act for us to hold annual or extraordinary general meetings to appoint directors.
Until we hold an annual general meeting, public shareholders may not be afforded the opportunity to discuss company affairs with management.



Because we are neither limited to evaluating a target business
in a particular industry sector nor have we selected any specific target businesses with which to pursue our initial business combination,
you will be unable to ascertain the merits or risks of any particular target business’s operations.



We may pursue business combination opportunities
in any sector, except that we are not, under our amended and restated memorandum and articles of association, permitted to effectuate
our initial business combination solely with another blank check company or similar company with nominal operations. Because we have
not yet selected any specific target business with respect to a business combination, there is no basis to evaluate the possible merits
or risks of any particular target business’s operations, results of operations, cash flows, liquidity, financial condition or prospects.
To the extent we complete our initial business combination, we may be affected by numerous risks inherent in the business operations
with which we combine. For example, if we combine with a financially unstable business or an entity lacking an established record of
sales or earnings, we may be affected by the risks inherent in the business and operations of a financially unstable or a development
stage entity. Although our officers and directors will endeavor to evaluate the risks inherent in a particular target business, we cannot
assure you that we will properly ascertain or assess all of the significant risk factors or that we will have adequate time to complete
due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances
that those risks will adversely impact a target business. We also cannot assure you that an investment in our units will ultimately prove
to be more favorable to investors than a direct investment, if such opportunity were available, in a business combination target. Accordingly,
any holders who choose to retain their securities following the business combination could suffer a reduction in the value of their securities.
Such holders are unlikely to have a remedy for such reduction in value.



We may seek investment opportunities with a financially unstable
business or an entity lacking an established record of revenue or earnings.



To the extent we complete our initial business
combination with a financially unstable business or an entity lacking an established record of sales or earnings, including a company
which has recently exited the bankruptcy or restructuring process, we may be affected by numerous risks inherent in the operations of
the business with which we combine. These risks include volatile revenues or earnings and difficulties in obtaining and retaining key
personnel. Although our officers and directors will endeavor to evaluate the risks inherent in a particular target business, we may not
be able to properly ascertain or assess all of the significant risk factors and we may not have adequate time to complete due diligence.
Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those
risks will adversely impact a target business.



We may seek acquisition opportunities in industries or sectors
that may or may not be outside of our management’s area of expertise.



We will consider a business combination outside
of our management’s area of expertise if a business combination target is presented to us and we determine that such candidate
offers an attractive acquisition opportunity for our company. Although our management will endeavor to evaluate the risks inherent in
any particular business combination target, we cannot assure you that we will adequately ascertain or assess all of the significant risk
factors. We also cannot assure you that an investment in our units will not ultimately prove to be less favorable to investors in the
initial public offering than a direct investment, if an opportunity were available, in a business combination target. In the event we
elect to pursue an acquisition outside of the areas of our management’s expertise, our management’s expertise may not be
directly applicable to its evaluation or operation, and the information contained in this Reportregarding
the areas of our management’s expertise would not be relevant to an understanding of the business that we elect to acquire. As
a result, our management may not be able to adequately ascertain or assess all of the significant risk factors. Accordingly, any holders
who choose to retain their securities following the business combination could suffer a reduction in the value of their securities. Such
holders are unlikely to have a remedy for such reduction in value.





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Although we have identified general criteria and guidelines
that we believe are important in evaluating prospective target businesses, we may enter into our initial business combination with a
target that does not meet such criteria and guidelines, and as a result, the target business with which we enter into our initial business
combination may not have attributes entirely consistent with our general criteria and guidelines.



Although we have identified general criteria and
guidelines for evaluating prospective target businesses, it is possible that a target business with which we enter into our initial business
combination will not have all of these positive attributes. If we complete our initial business combination with a target that does not
meet some or all of these guidelines, such combination may not be as successful as a combination with a business that does meet all of
our general criteria and guidelines. In addition, if we announce a prospective business combination with a target that does not meet
our general criteria and guidelines, a greater number of shareholders may exercise their redemption rights, which may make it difficult
for us to meet any closing condition with a target business that requires us to have a minimum net worth or a certain amount of cash.
In addition, if shareholder approval of the transaction is required by applicable law or stock exchange listing requirements, or we decide
to obtain shareholder approval for business or other reasons, it may be more difficult for us to attain shareholder approval of our initial
business combination if the target business does not meet our general criteria and guidelines. If we have not consummated our initial
business combination within the required time period, our public shareholders may receive only approximately $10.30 per public share,
or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.



We are not required to obtain an opinion from an independent
accounting or investment banking firm, and, consequently, you may have no assurance from an independent source that the price we are
paying for the business is fair to our shareholders from a financial point of view.



Unless we complete our initial business combination
with an affiliated entity, we are not required to obtain an opinion from an independent investment banking firm that is a member of FINRA
or an independent accounting firm that the price we are paying is fair to our shareholders from a financial point of view. If no opinion
is obtained, our shareholders will be relying on the judgment of our board of directors, who will determine fair market value based on
standards generally accepted by the financial community. Such standards used will be disclosed in our proxy solicitation or tender offer
materials, as applicable, related to our initial business combination.



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.



The federal proxy rules require that a proxy statement
with respect to a vote on a business combination meeting certain financial significance tests include historical and/or pro forma financial
statement disclosure in periodic reports. We will include the same financial statement disclosure in connection with our tender offer
documents, whether or not they are required under the tender offer rules. These financial statements may be required to be prepared in
accordance with, or be reconciled to, accounting principles generally accepted in the United States of America, or GAAP, or international
financial reporting standards as issued by the International Accounting Standards Board, or IFRS, depending on the circumstances and
the historical financial statements may be required to be audited in accordance with the standards of the Public Company Accounting Oversight
Board (United States), or 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 timeframe.





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Resources could be wasted in researching acquisitions that are
not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we
have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately
$10.30 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.



We anticipate that the investigation of each specific
target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require
substantial management time and attention and substantial costs for accountants, attorneys and others. If we decide not to complete a
specific initial business combination, the costs incurred up to that point for the proposed transaction likely would not be recoverable.
Furthermore, if we reach an agreement relating to a specific target business, we may fail to complete our initial business combination
for any number of reasons including those beyond our control. Any such event will result in a loss to us of the related costs incurred,
which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we have not consummated
our initial business combination within the required time period, our public shareholders may receive only approximately $10.30 per public
share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.



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.



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 10-K for the year ending December
31, 2022. 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. The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley
Act particularly burdensome on us as compared to other public companies because a target business with which we seek to complete our
initial business combination may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal
controls. The development of the internal control 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 do not have a specified maximum redemption threshold. The
absence of such a redemption threshold may make it possible for us to complete our initial business combination with which a substantial
majority of our shareholders do not agree.



Our amended and restated memorandum and articles
of association does not provide a specified maximum redemption threshold, except that in no event will we redeem our public shares in
an amount that would cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC’s
 “penny stock” rules). As a result, we may be able to complete our initial business combination even though a substantial
majority of our public shareholders do not agree with the transaction and have redeemed their shares or, if we seek shareholder approval
of our initial business combination and do not conduct redemptions in connection with our initial business combination pursuant to the
tender offer rules, have entered into privately negotiated agreements to sell their shares to our sponsor, officers, directors, advisors
or their affiliates. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are
validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination
exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, all Class A
ordinary shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business
combination or seek to revise the terms of such business combination.





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In order to effectuate an initial business combination, blank
check companies have, in the recent past, amended various provisions of their charters and other governing instruments, including their
warrant agreements. We cannot assure you that we will not seek to amend our amended and restated memorandum and articles of association
or governing instruments in a manner that will make it easier for us to complete our initial business combination that some of our shareholders
may not support.



In order to effectuate a business combination,
blank check companies have, in the recent past, amended various provisions of their charters and governing instruments, including their
warrant agreements. For example, blank check companies have amended the definition of business combination, increased redemption thresholds,
extended the time to consummate an initial business combination and, with respect to their warrants, amended their warrant agreements
to require the warrants to be exchanged for cash and/or other securities. Amending our amended and restated memorandum and articles of
association will require at least a special resolution of our shareholders as a matter of Cayman Islands law, meaning it has been approved
by either (i) the affirmative vote of shareholders holding a majority of not less than two-thirds of the shares (or any higher threshold
specified in our amended and restated memorandum and articles of association) which, being so entitled, are voted thereon in person or
by proxy at a quorate general meeting of our company or (ii) if so authorized by our amended and restated memorandum and articles of
association, by a unanimous written resolution of all shareholders entitled to vote at a general meeting of the company. Our amended
and restated memorandum and articles of association provides that any of its provisions (other than amendments relating to provisions
governing the appointment or removal of directors prior to our initial business combination, which will require the approval of shareholders
holding a majority of not less than two-thirds of the shares which, being so entitled, are voted thereon in person or by proxy at a quorate
general meeting of the company which shall include the affirmative vote of holders of a simple majority of our Class B ordinary shares)
may be amended if approved either by the affirmative vote of shareholders holding a majority of not less than two-thirds of the shares
which, being so entitled, are voted thereon in person or by proxy at a quorate general meeting of the company (i.e., the lowest threshold
permissible under Cayman Islands law) or by a unanimous written resolution of all of our shareholders entitled to vote at a general meeting
of the company, and amending our warrant agreement will require a vote of holders of at least 50% of the public warrants and, solely
with respect to any amendment to the terms of the private placement warrants or any provision of the warrant agreement with respect to
the private placement warrants, 50% of the number of the then outstanding private placement warrants. In addition, our amended and restated
memorandum and articles of association requires us to provide our public shareholders with the opportunity to redeem their public shares
for cash if we propose an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance
or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with
our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within
18 months from the closing of the initial public offering or during any Extension Period or (B) with respect to any other provision relating
to the rights of holders of our Class A ordinary shares. To the extent any of such amendments would be deemed to fundamentally change
the nature of any of the securities offered hereby, we would register, or seek an exemption from registration for, the affected securities.



The provisions of our amended and restated memorandum and articles
of association that relate to the rights of holders of our Class A ordinary shares (and corresponding provisions of the agreement governing
the release of funds from our trust account) may be amended with the approval of a special resolution, which requires the affirmative
vote of shareholders holding a majority of not less than two-thirds of the shares which, being so entitled, are voted thereon in person
or by proxy at a quorate general meeting of the company, which is a lower amendment threshold than that of some other blank check companies.
It may be easier for us, therefore, to amend our amended and restated memorandum and articles of association to facilitate the completion
of an initial business combination that some of our shareholders may not support.



Some other blank check companies have a provision
in their charter that prohibits the amendment of certain of its provisions, including those which relate to the rights of a company’s
shareholders, without approval by a certain percentage of the company’s shareholders. In those companies, amendment of these provisions
typically requires approval by between 90% and 100% of the company’s shareholders. Our amended and restated memorandum and articles
of association provides that any of its provisions related to the rights of holders of our Class A ordinary shares (including the requirement
to deposit proceeds of the initial public offering and the sale of private placement warrants into the trust account and not release
such amounts except in specified circumstances, and to provide redemption rights to public shareholders as described herein) may be amended
if approved by special resolution, meaning the affirmative vote of shareholders holding a majority of not less than two-thirds of the
shares which, being so entitled, are voted thereon in person or by proxy at a quorate general meeting of the company or by a unanimous
written resolution of all of our shareholders entitled to vote at a general meeting of the company, and corresponding provisions of the
trust agreement governing the release of funds from our trust account may be amended if approved by holders of at least 65% of our ordinary
shares; provided that the provisions of our amended and restated memorandum and articles of association governing the appointment or
removal of directors prior to our initial business combination may only be amended by a special resolution passed by the affirmative
vote of shareholders holding a majority of not less than two-thirds of the shares which, being so entitled, are voted thereon in person
or by proxy at a quorate general meeting of the company which shall include the affirmative vote of holders of a simple majority of our
Class B ordinary shares or by a unanimous written resolution of all of our shareholders entitled to vote at a general meeting of the
company. Our sponsor and its permitted transferees, if any, who collectively beneficially own, on an as-converted basis, 20% of our issued
and outstanding Class A ordinary shares, will participate in any vote to amend our amended and restated memorandum and articles of association
and/or trust agreement and will have the discretion to vote in any manner they choose. As a result, we may be able to amend the provisions
of our amended and restated memorandum and articles of association which govern our pre-business combination behavior more easily than
some other blank check companies, and this may increase our ability to complete a business combination with which you do not agree. Our
shareholders may pursue remedies against us for any breach of our amended and restated memorandum and articles of association.





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Our sponsor and each member of our management
team have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum
and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary
shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares
if we do not complete our initial business combination within 18 months from the closing of the initial public offering or during any
Extension Period or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares, unless
we provide our public shareholders with the opportunity to redeem their public shares upon approval of any such amendment at a per-share
price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held
in the trust account and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution
expenses), divided by the number of the then-outstanding public shares, subject to the limitations described herein. Our shareholders
are not parties to, or third-party beneficiaries of, these agreements and, as a result, will not have the ability to pursue remedies
against our sponsor, executive officers, or directors for any breach of these agreements. As a result, in the event of a breach, our
shareholders would need to pursue a shareholder derivative action, subject to applicable law.



We may be unable to obtain additional financing to complete
our initial business combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon
a particular business combination. If we have not consummated our initial business combination within the required time period, our public
shareholders may receive only approximately $10.30 per public share, or less in certain circumstances, on the liquidation of our trust
account and our warrants will expire worthless.



Although we believe that the net proceeds of the
initial public offering and the sale of the private placement warrants will be sufficient to allow us to complete our initial business
combination, we cannot ascertain the capital requirements for any particular transaction. If the net proceeds of the initial public offering
and the sale of the private placement warrants prove to be insufficient, either because of the size of our initial business combination,
the depletion of the available net proceeds in search of a target business, the obligation to redeem for cash a significant number of
shares from shareholders who elect redemption in connection with our initial business combination or the terms of negotiated transactions
to purchase public shares or warrants in connection with our initial business combination, we may be required to seek additional financing
or to abandon the proposed business combination. We cannot assure you that such financing will be available on acceptable terms, if at
all. The current economic environment may make it difficult for companies to obtain acquisition financing. To the extent that additional
financing proves to be unavailable when needed to complete our initial business combination, we would be compelled to either restructure
the transaction or abandon that particular business combination and seek an alternative target business candidate. If we have not consummated
our initial business combination within the required time period, our public shareholders may receive only approximately $10.30 per public
share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless. In addition,
even if we do not need additional financing to complete our initial business combination, we may require such financing to fund the operations
or growth of the target business. The failure to secure additional financing could have a material adverse effect on the continued development
or growth of the target business. None of our officers, directors or shareholders is required to provide any financing to us in connection
with or after our initial business combination.





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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.



We may seek business combination opportunities
with large, highly complex companies that we believe would benefit from operational improvements. While we intend to implement such improvements,
to the extent that our efforts are delayed or we are unable to achieve the desired improvements, the business combination may not be
as successful as we anticipate.



To the extent we complete our initial business
combination with a large, complex business or entity with a complex operating structure, we may also be affected by numerous risks inherent
in the operations of the business with which we combine, which could delay or prevent us from implementing our strategy. Although our
management team will endeavor to evaluate the risks inherent in a particular target business and its operations, we may not be able to
properly ascertain or assess all of the significant risk factors until we complete our business combination. If we are not able to achieve
our desired operational improvements, or the improvements take longer to implement than anticipated, we may not achieve the gains that
we anticipate. Furthermore, some of these risks and complexities may be outside of our control and leave us with no ability to control
or reduce the chances that those risks and complexities will adversely impact a target business. Such combination may not be as successful
as a combination with a smaller, less complex organization.



We may have a limited ability to assess the management of a
prospective target business and, as a result, may affect our initial business combination with a target business whose management may
not have the skills, qualifications or abilities to manage a public company.



When evaluating the desirability of effecting
our initial business combination with a prospective target business, our ability to assess the target business’s management may
be limited due to a lack of time, resources or information. Our assessment of the capabilities of the target business’s management,
therefore, may prove to be incorrect and such management may lack the skills, qualifications or abilities we suspected.



Should the target business’s management
not possess the skills, qualifications or abilities necessary to manage a public company, the operations and profitability of the post-combination
business may be negatively impacted. Accordingly, any holders who choose to retain their securities following the business combination
could suffer a reduction in the value of their securities. Such holders are unlikely to have a remedy for such reduction in value.



We may issue notes or other debt securities, or otherwise incur
substantial debt, to complete a business combination, which may adversely affect our leverage and financial condition and thus negatively
impact the value of our shareholders’ investment in us.



We may choose to incur substantial debt to complete
our initial business combination. We and our officers and directors have agreed that we will not incur any indebtedness unless we have
obtained from the lender a waiver of any right, title, interest or claim of any kind in or to the monies held in the trust account. As
such, no issuance of debt will affect the per-share amount available for redemption from the trust account. Nevertheless, the incurrence
of debt could have a variety of negative effects, including:



| | • | default and foreclosure on
                                            our assets if our operating revenues after an initial business combination are insufficient
                                            to repay our debt obligations;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | acceleration of our obligations
                                            to repay the indebtedness even if we make all principal and interest payments when due if
                                            we breach certain covenants that require the maintenance of certain financial ratios or reserves
                                            without a waiver or renegotiation of that covenant;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | our immediate payment of all
                                            principal and accrued interest, if any, if the debt is payable on demand;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------





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| | • | our inability to obtain necessary
                                            additional financing if the debt contains covenants restricting our ability to obtain such
                                            financing while the debt is outstanding;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | our inability to pay dividends
                                            on our Class A ordinary shares;
| | - | ----------------------------------------------------------------------------------------------------------



| | • | using a substantial portion
                                            of our cash flow to pay principal and interest on our debt, which will reduce the funds available
                                            for dividends on our Class A ordinary shares if declared, expenses, capital expenditures,
                                            acquisitions and other general corporate purposes;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | limitations on our flexibility
                                            in planning for and reacting to changes in our business and in the industry in which we operate;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | increased vulnerability to
                                            adverse changes in general economic, industry and competitive conditions and adverse changes
                                            in government regulation; and
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | limitations on our ability
                                            to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service
                                            requirements, execution of our strategy and other purposes and other disadvantages compared
                                            to our competitors who have less debt.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



We may only be able to complete one business combination with
the proceeds of the initial public offering and the sale of the private placement warrants, which will cause us to be solely dependent
on a single business that may have a limited number of products or services. This lack of diversification may negatively impact our operations
and profitability.



The net proceeds from our initial public offering
and the sale of the private placement warrants will provide us with $171,637,500 that we may use to complete our initial business combination
(after taking into account the $6,037,500 of deferred underwriting commissions being held in the trust account and the non-reimbursed
expenses of the initial public offering).



We may effectuate our initial business combination
with a single-target business or multiple-target businesses simultaneously or within a short period of time. However, we may not be able
to effectuate our initial business combination with more than one target business because of various factors, including the existence
of complex accounting issues and the requirement that we prepare and file pro forma financial statements with the SEC that present operating
results and the financial condition of several target businesses as if they had been operated on a combined basis. By completing our
initial business combination with only a single entity, our lack of diversification may subject us to numerous economic, competitive
and regulatory developments. Further, we would not be able to diversify our operations or benefit from the possible spreading of risks
or offsetting of losses, unlike other entities that may have the resources to complete several business combinations in different industries
or different areas of a single industry. Accordingly, the prospects for our success may be:



| | • | solely dependent upon the performance
                                            of a single business, property or asset; or
| | - | -----------------------------------------------------------------------------------------------------------------------------



| | • | dependent upon the development
                                            or market acceptance of a single or limited number of products, processes or services.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------



This lack of diversification may subject us to
numerous economic, competitive and regulatory risks, any or all of which may have a substantial adverse impact upon the particular industry
in which we may operate subsequent to our initial business combination.



We may attempt to simultaneously complete business combinations
with multiple prospective targets, which may hinder our ability to complete our initial business combination and give rise to increased
costs and risks that could negatively impact our operations and profitability.



If we determine to simultaneously acquire several
businesses that are owned by different sellers, we will need for each of such sellers to agree that our purchase of its business is contingent
on the simultaneous closings of the other business combinations, which may make it more difficult for us, and delay our ability, to complete
our initial business combination. With multiple business combinations, we could also face additional risks, including additional burdens
and costs with respect to possible multiple negotiations and due diligence (if there are multiple sellers) and the additional risks associated
with the subsequent assimilation of the operations and services or products of the acquired companies in a single operating business.
If we are unable to adequately address these risks, it could negatively impact our profitability and results of operations.





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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.



In pursuing our acquisition strategy, we may seek
to effectuate our initial business combination with a privately held company. Very little public information generally exists about private
companies, and we could be required to make our decision on whether to pursue a potential initial business combination on the basis of
limited information, which may result in a business combination with a company that is not as profitable as we suspected, if at all.



We may engage the underwriter or one of their respective affiliates
to provide additional services to us after the initial public offering, which may include acting as financial advisor in connection with
an initial business combination or as placement agent in connection with a related financing transaction. The underwriter is entitled
to receive deferred commissions that will be released from the trust account only on a completion of an initial business combination.
These financial incentives may cause the underwriter to have potential conflicts of interest in rendering any such additional services
to us after the initial public offering, including, for example, in connection with the sourcing and consummation of an initial business
combination.



We may engage the underwriter or one of its affiliates
to provide additional services to us after the initial public offering, including, for example, identifying potential targets, providing
financial advisory services, acting as a placement agent in a private offering or arranging debt financing. We may pay the underwriter
or its affiliates fair and reasonable fees or other compensation that would be determined at that time in an arm’s length negotiation;
provided that no agreement will be entered into with the underwriter or its affiliates and no fees or other compensation for such services
will be paid to the underwriter or its affiliates prior to the date that is 60 days from December 16, 2021, unless such payment would
not be deemed underwriter’s compensation in connection with the initial public offering. The underwriter is also entitled to receive
deferred commissions that are conditioned on the completion of an initial business combination. The fact that the underwriter or its
affiliates’ financial interests are tied to the consummation of a business combination transaction may give rise to potential conflicts
of interest in providing any such additional services to us, including potential conflicts of interest in connection with the sourcing
and consummation of an initial business combination.



Risks Relating to our Securities



Tokyo Century, a strategic partner of our sponsor, could reduce
the public float for our securities, and could negatively impact the trading price and trading liquidity of our shares.



Tokyo Century, a strategic partner of our sponsor,
purchased an aggregate of 2,000,000 of our units in the initial public offering at the initial public offering price. Tokyo Century would
reduce the available public float for our securities if it holds these securities long-term, which could negatively impact the trading
price and trading liquidity of our units. If Tokyo Century votes the shares underlying such units in favor of our initial business combination,
the additional public shares sold in the initial public offering to be voted in favor of our initial business combination to have our
initial business combination approved will be significantly reduced. In addition, this significant concentration of ownership may adversely
affect the trading price of our units because investors often perceive disadvantages in owning equity interests in companies with concentrated
ownership, and might make it more difficult to complete a business combination with targets that would prefer to enter into a transaction
with a special purpose acquisition corporation with less concentrated ownership.





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If we are deemed to be an investment company under the Investment
Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make
it difficult for us to complete our initial business combination.



If we are deemed to be an investment company under
the Investment Company Act, our activities may be restricted, including restrictions on the nature of our investments and restrictions
on the issuance of securities, each of which may make it difficult for us to complete our initial business combination. In addition,
we may be subject to burdensome requirements, including registration as an investment company with the SEC, adoption of a specific form
of corporate structure, and reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations that
we are currently not subject to.



In order not to be regulated as an investment
company under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged primarily in a business
other than investing, reinvesting or trading of securities and that our activities do not include investing, reinvesting, owning, holding
or trading “investment securities” constituting more than 40% of our assets (exclusive of U.S. government securities and
cash items) on an unconsolidated basis. Our business will be to identify and complete a business combination and thereafter to operate
the post-transaction business or assets for the long term. We do not plan to buy businesses or assets with a view to resale or profit
from their resale. We do not plan to buy unrelated businesses or assets or to be a passive investor.



We do not believe that our principal activities
will subject us to the Investment Company Act. To this end, the proceeds held in the trust account may only be invested in United States
 “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days
or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act that invest
only in direct U.S. government treasury obligations. Pursuant to the trust agreement, the trustee is not permitted to invest in other
securities or assets. By restricting the investment of the proceeds to these instruments, and by having a business plan targeted at acquiring
and growing businesses for the long term (rather than on buying and selling businesses in the manner of a merchant bank or private equity
fund), we intend to avoid being deemed an “investment company” within the meaning of the Investment Company Act. our initial
public offering is not intended for persons who are seeking a return on investments in government securities or investment securities.
The trust account is intended as a holding place for funds pending the earliest to occur of either: (i) the completion of our initial
business combination; (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended
and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to provide holders of our
Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100%
of our public shares if we do not complete our initial business combination within 18 months from the closing of the initial public offering
or during any Extension Period or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares;
or (iii) absent our completing an initial business combination within 18 months from the closing of the initial public offering or during
any Extension Period, our return of the funds held in the trust account to our public shareholders as part of our redemption of the public
shares. If we do not invest the proceeds as discussed above, we may be deemed to be subject to the Investment Company Act. If we were
deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses
for which we have not allotted funds and may hinder our ability to complete a business combination. If we have not consummated our initial
business combination within the required time period, our public shareholders may receive only approximately $10.30 per public share,
or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.





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We may issue additional Class A ordinary shares or preference
shares to complete our initial business combination or under an employee incentive plan after the completion of our initial business
combination. We may also issue Class A ordinary shares upon the conversion of the founder shares at a ratio greater than one-to-one at
the time of our initial business combination as a result of the anti-dilution provisions contained in our amended and restated memorandum
and articles of association. Any such issuances would dilute the interest of our shareholders and likely present other risks.



Our amended and restated memorandum and articles
of association authorizes the issuance of up to 500,000,000 Class A ordinary shares, par value $0.0001 per share, 50,000,000 Class B
ordinary shares, par value $0.0001 per share, and 5,000,000 preference shares, par value $0.0001 per share. After the initial public
offering, there are 482,750,000 and 45,687,500 authorized but unissued Class A ordinary shares and Class B ordinary shares, respectively,
available for issuance, which amount does not take into account shares reserved for issuance upon exercise of outstanding warrants or
shares issuable upon conversion of the Class B ordinary shares, if any. The Class B ordinary shares will automatically convert into Class
A ordinary shares (which such Class A ordinary shares issued upon conversion will not have any redemption rights or be entitled to liquidating
distributions from the trust account if we fail to consummate an initial business combination) at the time of our initial business combination
or earlier at the option of the holders thereof as described herein and in our amended and restated memorandum and articles of association.
After the initial offering, there is no preference shares issued and outstanding.



We may issue a substantial number of additional
Class A ordinary shares or preference shares to complete our initial business combination or under an employee incentive plan after the
completion of our initial business combination. We may also issue Class A ordinary shares in connection with our redeeming the warrants
or upon conversion of the Class B ordinary shares at a ratio greater than one-to-one at the time of our initial business combination
as a result of the anti-dilution provisions as set forth herein. However, our amended and restated memorandum and articles of association
provides, among other things, that prior to or in connection with our initial business combination, we may not issue additional shares
that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote as a class with public shareholders on
any initial business combination or on any other proposal presented to shareholders prior to or in connection with the completion of
an initial business combination or to approve an amendment to our amended and restated memorandum and articles of association to extend
the time the company has to consummate a business combination beyond 18 months from the closing of the initial public offering or amend
the forgoing provisions. 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. The issuance of additional ordinary
or preference shares:



| | · | may significantly
                                            dilute the equity interest of investors in the initial public offering, which dilution would
                                            increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance
                                            of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class
                                            B ordinary shares;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | may subordinate
                                            the rights of holders of Class A ordinary shares if preference shares are issued with rights
                                            senior to those afforded our Class A ordinary shares;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | could cause a change
                                            in control if a substantial number of Class A ordinary shares are issued, which may affect,
                                            among other things, our ability to use our net operating loss carry forwards, if any, and
                                            could result in the resignation or removal of our present officers and directors;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | may have the effect
                                            of delaying or preventing a change of control of us by diluting the share ownership or voting
                                            rights of a person seeking to obtain control of us;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | may adversely affect
                                            prevailing market prices for our units, Class A ordinary shares and/or warrants; and
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------



| | · | may not result in
                                            adjustment to the exercise price of our warrants.
| | - | ---------------------------------------------------------------------------------------------------------------



Unlike some other similarly structured blank check companies,
our sponsor will receive additional Class A ordinary shares if we issue shares to consummate an initial business combination.



The founder shares will automatically convert
into Class A ordinary shares (which such Class A ordinary shares issued upon conversion will not have any redemption rights or be entitled
to liquidating distributions from the trust account if we fail to consummate an initial business combination) at the time of our initial
business combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable
upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number
of ordinary shares issued and outstanding upon the completion of the initial public offering, plus (ii) the total number of Class A ordinary
shares issued, deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued,
by the Company in connection with or in relation to the consummation of the initial business combination, excluding any Class A ordinary
shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued or to be issued
to any seller in the initial business combination and any private placement warrants issued to our sponsor, its affiliates or any members
of our management team upon conversion of working capital loans (unless the holders of a majority of the issued and outstanding Class
B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance). In no event will
the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. 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 ordinary shares to be outstanding prior to the initial business combination.





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You will not be permitted to exercise your warrants unless we
register and qualify the underlying Class A ordinary shares or certain exemptions are available.



If the issuance of the Class A ordinary shares
upon exercise of the warrants is not registered, qualified or exempt from registration or qualification under the Securities Act and
applicable state securities laws, holders of warrants will not be entitled to exercise such warrants and such warrants may have no value
and expire worthless. In such event, holders who acquired their warrants as part of a purchase of units will have paid the full unit
purchase price solely for the Class A ordinary shares included in the units.



We have not registered the Class A ordinary shares
issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time. However, under the terms of
the warrant agreement, we have agreed that, as soon as practicable, but in no event later than 15 business days, after the closing of
our initial business combination, we will use our commercially reasonable efforts to file with the SEC a registration statement covering
the registration under the Securities Act of the Class A ordinary shares issuable upon exercise of the warrants and thereafter will use
our commercially reasonable efforts to cause the same to become effective within 60 business days following our initial business combination
and to maintain a current prospectus relating to the Class A ordinary shares issuable upon exercise of the warrants until the expiration
of the warrants in accordance with the provisions of the warrant agreement. We cannot assure you that we will be able to do so if, for
example, any facts or events arise which represent a fundamental change in the information set forth in the registration statement or
prospectus, the financial statements contained or incorporated by reference therein are not current or correct or the SEC issues a stop
order.



If the Class A ordinary shares issuable upon exercise
of the warrants are not registered under the Securities Act, under the terms of the warrant agreement, holders of warrants who seek to
exercise their warrants will not be permitted to do so for cash and, instead, will be required to do so on a cashless basis in accordance
with Section 3(a)(9) of the Securities Act or another exemption.



In no event will warrants be exercisable for cash
or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance
of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption
from registration or qualification is available.



If our Class A ordinary shares are at the time
of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of “covered securities”
under Section 18(b)(1) of the Securities Act, we may, at our option, not permit holders of warrants who seek to exercise their warrants
to do so for cash and, instead, require them to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act; in
the event we so elect, we will not be required to file or maintain in effect a registration statement or register or qualify the shares
underlying the warrants under applicable state securities laws, and in the event we do not so elect, we will use our commercially reasonable
efforts to register or qualify the shares underlying the warrants under applicable state securities laws to the extent an exemption is
not available.



In no event will we be required to net cash settle
any warrant, or issue securities (other than upon a cashless exercise as described above) or other compensation in exchange for the warrants
in the event that we are unable to register or qualify the shares underlying the warrants under the Securities Act or applicable state
securities laws.





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You may only be able to exercise your public warrants on a “cashless
basis” under certain circumstances, and if you do so, you will receive fewer Class A ordinary shares from such exercise than if
you were to exercise such warrants for cash.



The warrant agreement provides that in the following
circumstances holders of warrants who seek to exercise their warrants will not be permitted to do so for cash and will, instead, be required
to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act: (i) if the Class A ordinary shares issuable upon
exercise of the warrants are not registered under the Securities Act in accordance with the terms of the warrant agreement; (ii) if we
have so elected and the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange
such that they satisfy the definition of “covered securities” under Section 18(b)(1) of the Securities Act; and (iii) if
we have so elected and we call the public warrants for redemption. If you exercise your public warrants on a cashless basis, you would
pay the warrant exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the quotient obtained
by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair
market value” of our Class A ordinary shares (as defined in the next sentence) over the exercise price of the warrants by (y) the
fair market value. The “fair market value” is the average reported closing price of the Class A ordinary shares for the 10
trading days ending on the third trading day prior to the date on which the notice of exercise is received by the warrant agent or on
which the notice of redemption is sent to the holders of warrants, as applicable. As a result, you would receive fewer Class A ordinary
shares from such exercise than if you were to exercise such warrants for cash.



We have not registered the Class A ordinary shares issuable
upon exercise of the warrants under the Securities Act or any state securities laws at this time, and such registration may not be in
place when an investor desires to exercise warrants, thus precluding such investor from being able to exercise its warrants except on
a cashless basis and potentially causing such warrants to expire worthless.



We have not registered the Class A ordinary shares
issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time. However, under the terms of
the warrant agreement, we have agreed that, as soon as practicable, but in no event later than 30 business days after the closing of
our initial business combination, we will use our commercially reasonable efforts to file with the SEC a registration statement covering
the issuance of such shares, and we will use our commercially reasonable efforts to cause the same to become effective within 60 business
days after the closing of our initial business combination and to maintain the effectiveness of such registration statement and a current
prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed. We cannot assure you that we will be
able to do so if, for example, any facts or events arise that represent a fundamental change in the information set forth in the registration
statement or prospectus, the financial statements contained or incorporated by reference therein are not current, complete or correct
or the SEC issues a stop order. If the shares issuable upon exercise of the warrants are not registered under the Securities Act in accordance
with the above requirements, we will be required to permit holders to exercise their warrants on a cashless basis, in which case, the
number of Class A ordinary shares that you will receive upon cashless exercise will be based on a formula subject to a maximum amount
of shares equal to 0.361 Class A ordinary shares per warrant (subject to adjustment). However, we will not be obligated to issue any
shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified
under the securities laws of the state of the exercising holder, or an exemption from registration is available. Notwithstanding the
above, if our Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such
that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option,
require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section
3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement,
but we will use our commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an
exemption is not available. Exercising the warrants on a cashless basis could have the effect of reducing the potential “upside”
of the holder’s investment in our company because the warrant holder will hold a smaller number of Class A ordinary shares upon
a cashless exercise of the warrants they hold. In no event will we be required to net cash settle any warrant, or issue securities or
other compensation in exchange for the warrants in the event that we are unable to register or qualify the shares underlying the warrants
under applicable state securities laws and no exemption is available. If the issuance of the shares upon exercise of the warrants is
not so registered or qualified or exempt from registration or qualification, the holder of such warrant shall not be entitled to exercise
such warrant and such warrant may have no value and expire worthless. In such event, holders who acquired their warrants as part of a
purchase of units will have paid the full unit purchase price solely for the Class A ordinary shares included in the units. There may
be a circumstance where an exemption from registration exists for holders of our private placement warrants to exercise their warrants
while a corresponding exemption does not exist for holders of the public warrants included as part of units sold in the initial public
offering. In such an instance, our sponsor and its permitted transferees (which may include our officers and directors) would be able
to exercise their warrants and sell the ordinary shares underlying their warrants while holders of our public warrants would not be able
to exercise their warrants and sell the underlying ordinary shares. If and when the warrants become redeemable by us, we may exercise
our redemption right even if we are unable to register or qualify the underlying Class A ordinary shares for sale under all applicable
state securities laws. As a result, we may redeem the warrants as set forth above even if the holders are otherwise unable to exercise
their warrants.





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We may amend the terms of the warrants in a manner that may be
adverse to holders of public warrants with the approval by the holders of at least 50% of the then-outstanding public warrants. As a result,
the exercise price of your warrants could be increased, the exercise period could be shortened and the number of our Class A ordinary
shares purchasable upon exercise of a warrant could be decreased, all without your approval.



Our warrants are issued in registered form under
a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that
the terms of the warrants may be amended without the consent of any holder for the purpose of (i) curing any ambiguity or correcting any
mistake, including to conform the provisions of the warrant agreement to the description of the terms of the warrants and the warrant
agreement set forth in the 424B4 prospectus dated December 16, 2021, or defective provision, (ii) amending the provisions relating to
cash dividends on ordinary shares as contemplated by and in accordance with the warrant agreement or (iii) adding or changing any provisions
with respect to matters or questions arising under the warrant agreement as the parties to the warrant agreement may deem necessary or
desirable and that the parties deem to not adversely affect the rights of the registered holders of the warrants, provided that the approval
by the holders of at least 50% of the then-outstanding public warrants is required to make any change that adversely affects the interests
of the registered holders of public warrants. Accordingly, we may amend the terms of the public warrants in a manner adverse to a holder
if holders of at least 50% of the then-outstanding public warrants approve of such amendment and, solely with respect to any amendment
to the terms of the private placement warrants or any provision of the warrant agreement with respect to the private placement warrants,
50% of the number of the then outstanding private placement warrants. Although our ability to amend the terms of the public warrants with
the consent of at least 50% of the then-outstanding public warrants is unlimited, examples of such amendments could be amendments to,
among other things, increase the exercise price of the warrants, convert the warrants into cash, shorten the exercise period or decrease
the number of Class A ordinary shares purchasable upon exercise of a warrant.



Our warrant agreement designates the courts of the State of New
York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions
and proceedings that may be initiated by holders of our warrants, which could limit the ability of warrant holders to obtain a favorable
judicial forum for disputes with our company.



Our warrant agreement provides that, subject to
applicable law, (i) any action, proceeding or claim against us arising out of or relating in any way to the warrant agreement, including
under the Securities Act, will be brought and enforced in the courts of the State of New York or the United States District Court for
the Southern District of New York, and (ii) that we irrevocably submit to such jurisdiction, which jurisdiction shall be the exclusive
forum for any such action, proceeding or claim. We have waived any objection to such exclusive jurisdiction and that such courts represent
an inconvenient forum.



Notwithstanding the foregoing, these provisions
of the warrant agreement do not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim
for which the federal district courts of the United States of America are the sole and exclusive forum. Accordingly, our exclusive forum
provision does not relieve us of our duties to comply with the federal securities laws and the rules and regulations thereunder, and holders
of our warrants are not deemed to have waived our compliance with these laws, rules and regulations. Any person or entity purchasing or
otherwise acquiring any interest in any of our warrants shall be deemed to have notice of and to have consented to the forum provisions
in our warrant agreement. If any action, the subject matter of which is within the scope the forum provisions of the warrant agreement,
is filed in a court other than a court of the State of New York or the United States District Court for the Southern District of New York
(a “foreign action”) in the name of any holder of our warrants, such holder shall be deemed to have consented to: (x) the
personal jurisdiction of the state and federal courts located in the State of New York in connection with any action brought in any such
court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such warrant
holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant
holder.





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This choice-of-forum provision may limit a warrant
holder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with our company, which may discourage
such lawsuits. Alternatively, if a court were to find this provision of our warrant agreement inapplicable or unenforceable with respect
to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters
in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result
in a diversion of the time and resources of our management and board of directors.



We may redeem your unexpired warrants prior to their exercise
at a time that is disadvantageous to you, thereby making your warrants worthless.



We have the ability to redeem the outstanding public
warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the closing
price of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable
upon exercise or the exercise price of a warrant) for any 20 trading days within a 30 trading-day period ending on the third trading day
prior to proper notice of such redemption and provided that certain other conditions are met. If and when the warrants become redeemable
by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all
applicable state securities laws. As a result, we may redeem the warrants as set forth above even if the holders are otherwise unable
to exercise the warrants. Redemption of the outstanding warrants could force you to (i) exercise your warrants and pay the exercise price
therefor at a time when it may be disadvantageous for you to do so, (ii) sell your warrants at the then-current market price when you
might otherwise wish to hold your warrants or (iii) accept the nominal redemption price which, at the time the outstanding warrants are
called for redemption, we expect would be substantially less than the market value of your warrants.



In addition, we have the ability to redeem the
outstanding public warrants at any time after they become exercisable and prior to their expiration, at a price of $0.10 per warrant upon
a minimum of 30 days’ prior written notice of redemption provided that the last sales price of our Class A ordinary shares equals
or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant)
for any 20 trading days within a 30 trading-day period ending on the third trading day prior to proper notice of such redemption and provided
that certain other conditions are met, including that holders will be able to exercise their warrants prior to redemption for a number
of Class A ordinary shares determined based on the redemption date and the fair market value of our Class A ordinary shares. The value
received upon exercise of the warrants (i) may be less than the value the holders would have received if they had exercised their warrants
at a later time where the underlying share price is higher and (ii) may not compensate the holders for the value of the warrants, including
because the number of ordinary shares received is capped at 0.361 Class A ordinary shares per warrant (subject to adjustment) irrespective
of the remaining life of the warrants.



None of the private placement warrants will be
redeemable by us.



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.



We issued warrants to purchase 8,625,000 Class
A ordinary shares as part of the units offered by our initial public offering and, simultaneously with the closing of the initial public
offering, we issued in a private placement an aggregate of 10,625,000 private placement warrants, each exercisable to purchase one Class
A ordinary share at a price of $11.50 per share, subject to adjustment. In addition, if our sponsor, its affiliates or a member of our
management team makes any working capital loans, it may convert up to $1,500,000 of such loans into up to an additional 1,500,000 private
placement warrants, at the price of $1.00 per warrant.





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To the extent we issue ordinary shares for any
reason, including to effectuate a business combination, the potential for the issuance of a substantial number of additional Class A ordinary
shares upon exercise of these warrants could make us a less attractive acquisition vehicle to a target business. Such warrants, when exercised,
will increase the number of issued and outstanding Class A ordinary shares and reduce the value of the Class A ordinary shares issued
to complete the business transaction. Therefore, our warrants may make it more difficult to effectuate a business transaction or increase
the cost of acquiring the target business.



A provision of our warrant agreement may make it more difficult
for us to consummate an initial business combination.



If (i) we issue additional Class A ordinary shares
or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at a Newly
Issued Price of less than $9.20 per Class A ordinary share, (ii) the aggregate gross proceeds from such issuances represent more than
60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the
consummation of our initial business combination (net of redemptions), and (iii) the Market Value is below $9.20 per share, then the exercise
price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued
Price, and the $18.00 per share redemption trigger prices will be adjusted (to the nearest cent) to be equal to 180% of the higher of
the Market Value and the Newly Issued Price. This may make it more difficult for us to consummate an initial business combination with
a target business.



The market for our securities may not develop, which would adversely
affect the liquidity and price of our securities.



The price of our securities may vary significantly
due to one or more potential business combinations and general market or economic conditions, including as a result of the COVID-19 outbreak.
Furthermore, an active trading market for our securities may never develop or, if developed, it may not be sustained. You may be unable
to sell your securities unless a market can be established and sustained.



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.



Our amended and restated memorandum and articles
of association contains provisions that may discourage unsolicited takeover proposals that shareholders may consider to be in their best
interests. These provisions includes the ability of the board of directors to designate the terms of and issue new series of preference
shares, and the fact that prior to the completion of our initial business combination only holders of our Class B ordinary shares, which
have been issued to our sponsor, are entitled to vote on the appointment and removal of directors, which may make more difficult the removal
of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our
securities.



An investment in the initial public offering may result in uncertain
or adverse U.S. federal income tax consequences.



An investment in the initial public offering may
result in uncertain U.S. federal income tax consequences. For instance, because there are no authorities that directly address instruments
similar to the units we are issuing in the initial public offering, the allocation an investor makes with respect to the purchase price
of a unit between the Class A ordinary shares and the one-half of a warrant to purchase one Class A ordinary share included in each unit
could be challenged by the IRS or courts. Furthermore, the U.S. federal income tax consequences of a cashless exercise of warrants included
in the units we are issuing in the initial public offering is unclear under current law. Finally, it is unclear whether the redemption
rights with respect to our ordinary shares would suspend the running of a U.S. Holder’s holding period for purposes of determining
whether any gain or loss realized by such holder on the sale or exchange of Class A ordinary shares is long-term capital gain or loss
and for determining whether any dividend we pay would be considered “qualified dividends” for U.S. federal income tax purposes.
Prospective investors are urged to consult their tax advisors with respect to these and other tax consequences when purchasing, holding
or disposing of our securities.





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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.



We are an exempted company incorporated under the
laws of the Cayman Islands. As a result, it may be difficult for investors to effect service of process within the United States upon
our officers or directors, or enforce judgments obtained in the United States courts against our officers or directors.



Our corporate affairs are governed by our amended
and restated memorandum and articles of association, the Companies Act (as the same may be supplemented or amended from time to time)
and the common law of the Cayman Islands. We are also subject to the federal securities laws of the United States. The rights of shareholders
to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under
Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived
in part from comparatively limited judicial precedents in the Cayman Islands as well as from English common law, the decisions of whose
courts are of persuasive authority, but are not binding on a court in the Cayman Islands. The rights of our shareholders and the fiduciary
responsibilities of our directors under Cayman Islands law are different from what they would be under statutes or judicial precedent
in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws as compared to the
United States, and certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law.
In addition, Cayman Islands companies may not have standing to initiate a shareholders derivative action in a federal court of the United
States.



We have been advised by Maples and Calder (Hong
Kong) LLP, our Cayman Islands legal counsel, that the courts of the Cayman Islands are unlikely (i) to recognize or enforce against us
judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States
or any state; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against us predicated upon the civil liability
provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are
penal in nature. Although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts
of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial
on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay
the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands,
such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent
with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a
kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple
damages may well be held to be contrary to public policy). A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings
are being brought elsewhere.



As a result of all of the above, public shareholders
may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or
controlling shareholders than they would as public shareholders of a United States company.





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We may face risks related to renewable energy, renewable technology
and energy services and solutions sector companies.



Business combinations with companies in the renewable
energy, renewable technology and Energy-as-a-Service sectors entail certain risks. If we are successful in completing a business combination
with such a target business, we may be subject to, and possibly adversely affected by, the following risks:



| | · | recognizing that the market for CO2 avoidance and removal is grounded in science, any material change in consensus scientific
opinion in respect of the urgency or potential remedies to the climate challenge could affect the economics of or total addressable market
for clean energy and other CO2 reducing products and specialists;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | governmental or regulatory actions in any or all of our chosen markets, even if well intentioned from a climate perspective, could
have an immediate and dramatic effect on our business operations and opportunities;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | the increasingly partisan nature of the public debate about climate issues could result in a consumer backlash in certain markets
against products and services which exist, in whole or in part, to reduce CO2 emissions into the atmosphere;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | shifting approaches over time to how CO2 emissions are calculated, or to the perceived long term effectiveness of various approaches
to CO2 storage and sequestration, could affect the perceived environmental benefit of our products and services;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | dependence of our operations upon third-party suppliers or service providers whose failure either to perform adequately or to adhere
to our environmental standards could disrupt our business;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | difficulty in establishing and implementing a commercial and operational approach adequate to address the specific needs of the markets
we are pursuing;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | difficulty in identifying effective local partners and developing any necessary partnerships with local businesses on commercially
and environmentally acceptable terms;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | our inability to comply with governmental regulations or obtain governmental approval for our products and/or business operations;
| | - | ----------------------------------------------------------------------------------------------------------------------------------



| | · | difficulty in competing against established companies who may have greater financial resources and/or a more effective or established
localized business presence and/or an ability to introduce and sell low or no carbon products at minimal or negative operating margins
for sustained periods of time;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | difficulty in competing successfully with improved technologies introduced subsequent to our own;
| | - | -------------------------------------------------------------------------------------------------



| | · | the possibility of applying an ineffective commercial approach to targeted markets, including product offerings that may not meet
market needs with respect to their environmental or non-environmental attributes;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | an inability to build strong brand identity, environmental credibility or reputation for exceptional customer satisfaction and service;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------



| | · | difficulty in generating sufficient sales volumes at economically sustainable profitability levels;
| | - | ---------------------------------------------------------------------------------------------------



| | · | difficulty in timely identifying, attracting, training, and retaining qualified sales, technical, and other personnel; and
| | - | --------------------------------------------------------------------------------------------------------------------------



| | · | any significant disruption in our computer systems or those of third parties that we would utilize in our operations, including disruptions
or failure of our networks, systems or technology as a result of computer viruses, “cyber attacks,” misappropriation of data
or other malfeasance, as well as outages, natural disasters, terrorist attacks, accidental releases of information or similar events;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Any of the foregoing could have an adverse impact
on our operations following a business combination. However, our efforts in identifying prospective target businesses will be focused
on, but not be limited to the renewable energy, renewable technology and energy services and solutions sectors. Accordingly, if we acquire
a target business in another industry, these risks will likely not affect us, and we will be subject to other risks attendant with the
specific industry in which we operate or target business which we acquire, none of which can be presently ascertained.





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Our amended and restated memorandum and articles of association
provides that the courts of the Cayman Islands will be the exclusive forums for certain disputes between us and our shareholders, which
could limit our shareholders’ ability to obtain a favorable judicial forum for complaints against us or our directors, officers
or employees.



Our amended and restated memorandum and articles
of association provides that unless we consent in writing to the selection of an alternative forum, the courts of the Cayman Islands shall
have exclusive jurisdiction over any claim or dispute arising out of or in connection with our amended and restated memorandum and articles
of association or otherwise related in any way to each shareholders’ shareholding in us, including but not limited to (i) any derivative
action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of any fiduciary or other duty owed by any of
our current or former director, officer or other employee to us or our shareholders, (iii) any action asserting a claim arising pursuant
to any provision of the Companies Act or our amended and restated memorandum and articles of association, or (iv) any action asserting
a claim against us governed by the internal affairs doctrine (as such concept is recognized under the laws of the United States of America)
and that each shareholder irrevocably submits to the exclusive jurisdiction of the courts of the Cayman Islands over all such claims or
disputes.



Our amended and restated memorandum of association
provides that derivative actions do not include claims under the Securities Act of 1933, as amended or the Exchange Act 1934, as amended,
and that claims under such laws must be brought in the federal courts of the United States of America and that any shareholder will be
deemed to have consented to such jurisdictions. Our amended and restated memorandum and articles of association also provides that, without
prejudice to any other rights or remedies that we may have, each of our shareholders acknowledges that damages alone would not be an adequate
remedy for any breach of the selection of the courts of the Cayman Islands as exclusive forum and that accordingly we shall be entitled,
without proof of special damages, to the remedies of injunction, specific performance or other equitable relief for any threatened or
actual breach of the selection of the courts of the Cayman Islands as exclusive forum.



This choice of forum provision may increase a shareholders’
cost and limit the shareholders’ ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our
directors, officers or other employees, which may discourage lawsuits against us and our directors, officers and other employees. Any
person or entity purchasing or otherwise acquiring any of our shares or other securities, whether by transfer, sale, operation of law
or otherwise, shall be deemed to have notice of and have irrevocably agreed and consented to these provisions. There is uncertainty as
to whether a court would enforce such provisions, and the enforceability of similar choice of forum provisions in other companies’
charter documents has been challenged in legal proceedings. It is possible that a court could find this type of provisions to be inapplicable
or unenforceable, and if a court were to find this provision in our amended and restated memorandum and articles of association to be
inapplicable or unenforceable in an action, we may incur additional costs associated with resolving the dispute in other jurisdictions,
which could have adverse effect on our business and financial performance.



As a result of the nominal aggregate purchase price paid by our
sponsor for its founder shares, the value of your shares may be diluted and the founder could make a substantial profit even if an initial
business combination is unprofitable for our public shareholders or subsequently declines in value.



As a result of the nominal aggregate purchase price
of $25,000, or approximately $0.006 per share, paid by our sponsor for its founder shares, the value of your shares may be diluted and
the founder could make a substantial profit even if we select and consummate an initial business combination with an acquisition target
that is unprofitable for our public shareholders or subsequently declines in value. For example, the following table shows the public
shareholders’ and founder’s investment per share and how that compares to the implied value of one of our shares upon our
initial business combination assuming (1) we were valued at $171,637,500 upon our initial business combination, which is the amount of
funds we will have available for our initial business combination, after payment of $6,037,500 of deferred underwriting fees and after
estimated offering and working capital expenses, (2) none of our public shareholders redeem their shares, and (3) following the initial
public offering, no additional funds are raised by us prior to, or in connection with, our initial business combination.





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|Public shares(1)                                          |  |   | 17,250,000  | 
|--------------------------------------------------------- |  | - | ----------- | 
|Founder shares                                            |  |   | 4,312,500   | 
|Total shares                                              |  |   | 21,562,500  | 
|Total funds available for initial business combination(1) |  | $ | 171,637,500 | 
|Implied value per share                                   |  | $ | 7.96        | 
|Public shareholders’ investment per share                 |  | $ | 10.00       | 
|Founder’s investment per share(2)                         |  | $ | 0.006       | 



|(1) | While this table assumes no 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 at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination,
including interest (net of taxes payable), divided by the number of then outstanding public shares, subject to the limitations described
herein.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(2) | Represents the per share purchase price of the 4,312,500 founder shares, which were purchased by our sponsor for $25,000. Our sponsor’s
total investment in the equity of the company, inclusive of the founder shares and the founder’s $10,625,000 investment in the private
placement warrants, is $10,650,000.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



As shown above, even if the trading price of our
ordinary shares significantly declines, our sponsor will stand to make a significant profit on its investment in us. As a result, our
sponsor is likely to make a substantial profit on its investment in us even if we select and consummate an initial business combination
that causes the trading price of our ordinary shares to decline significantly, while our public shareholders who purchased their units
in the initial public offering could lose significant value in their public shares and their warrants may never be in the money and may
expire worthless. Accordingly, our sponsor, as the largest holder of our founder shares, may have more of an economic incentive for us
to enter into an initial business combination with a riskier, weaker-performing or less established business than would be the case if
our sponsor had paid the full offering price for its shares.



Since only holders of our founder shares will have the right
to vote on the appointment of directors, the NYSE may consider us to be a “controlled company” within the meaning of the NYSE
rules and, as a result, we may qualify for exemptions from certain corporate governance requirements.



After the completion of the initial public offering,
only holders of our founder shares have the right to vote on the appointment of directors. As a result, the NYSE may consider us to be
a “controlled company” within the meaning of the NYSE corporate governance standards. Under the NYSE corporate governance
standards, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled
company” and may elect not to comply with certain corporate governance requirements, including the requirements that:



| | · | we have a board that includes a majority of “independent directors,” as defined under the rules of the NYSE;
| | - | ------------------------------------------------------------------------------------------------------------



| | · | we have a compensation committee of our board that is comprised entirely of independent directors with a written charter addressing
the committee’s purpose and responsibilities; and
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | we have a nominating committee of our board that is comprised entirely of independent directors with a written charter addressing
the committee’s purpose and responsibilities.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



We intend to comply with the corporate governance
requirements of the NYSE, subject to applicable phase-in rules. However, if we determine to utilize some or all of these exemptions, you
will not have the same protections afforded to shareholders of companies that are subject to all of the NYSE corporate governance requirements.





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If we have not consummated an initial business combination within
18 months from the closing of the initial public offering or during any Extension Period, our public shareholders may be forced to wait
beyond such period before redemption from our trust account.



If we have not consummated an initial business
combination within 18 months from the closing of the initial public offering or during any Extension Period, the proceeds then on deposit
in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income
taxes, if any (less up to $100,000 of interest to pay dissolution expenses), will be used to fund the redemption of our public shares,
as further described herein. Any redemption of public shareholders from the trust account will be effected automatically by function of
our amended and restated memorandum and articles of association prior to any voluntary winding up. If we are required to wind up, liquidate
the trust account and distribute such amount therein, pro rata, to our public shareholders, as part of any liquidation process, such winding
up, liquidation and distribution must comply with the applicable provisions of the Companies Act. In that case, investors may be forced
to wait beyond 18 months from the closing of the initial public offering or during any Extension Period before the redemption proceeds
of our trust account become available to them and they can receive the return of their pro rata portion of the proceeds from our trust
account. We have no obligation to return funds to investors prior to the date of our redemption or liquidation unless, prior thereto,
we consummate our initial business combination or amend certain provisions of our amended and restated memorandum and articles of association,
and only then in cases where investors have sought to redeem their Class A ordinary shares. Only upon our redemption or any liquidation
will public shareholders be entitled to distributions if we do not complete our initial business combination and do not amend certain
provisions of our amended and restated memorandum and articles of association. 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 ten business days
thereafter, subject to applicable Cayman Islands law.



Holders of Class A ordinary shares will not be entitled to vote
on any appointment of directors we hold prior to our initial business combination.



Prior to our initial business combination, only
holders of our founder shares will have the right to vote on the appointment of directors. Holders of our public shares will not be entitled
to vote on the appointment of directors during such time. In addition, prior to the completion of an initial business combination, holders
of a majority of our founder shares may remove a member of the board of directors for any reason. Accordingly, you may not have any say
in the management of our company prior to the consummation of an initial business combination.



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.



In certain situations, including if we are not
the surviving entity in our initial business combination, the warrants may become exercisable for a security other than the Class A ordinary
shares. As a result, if the surviving company redeems your warrants for securities pursuant to the warrant agreement, you may receive
a security in a company of which you do not have information at this time. Pursuant to the warrant agreement, the surviving company will
be required to use commercially reasonable efforts to register the issuance of the security underlying the warrants within 30 business
days of the closing of an initial business combination.



The grant of registration rights to our sponsor may make it more
difficult to complete our initial business combination, and the future exercise of such rights may adversely affect the market price of
our Class A ordinary shares.



Pursuant to an agreement entered into on the closing
of the initial public offering, our sponsor and its permitted transferees can demand that we register the resale of the Class A ordinary
shares into which founder shares are convertible, the private placement warrants and the Class A ordinary shares issuable upon exercise
of the private placement warrants, and warrants that may be issued upon conversion of working capital loans and the Class A ordinary shares
issuable upon conversion of such warrants. The registration rights will be exercisable with respect to the founder shares, the private
placement warrants and the Class A ordinary shares issuable upon exercise of such private placement warrants, and warrants that may be
issued upon conversion of working capital loans and the Class A ordinary shares issuable upon conversion of such warrants. We will bear
the costs of registering these securities. The registration and availability of such a significant number of securities for trading in
the public market may have an adverse effect on the market price of our Class A ordinary shares. In addition, the existence of the registration
rights may make our initial business combination more costly or difficult to conclude. This is because the shareholders of the target
business may increase the equity stake they seek in the combined entity or ask for more cash consideration to offset the negative impact
on the market price of our securities that is expected when the securities owned by our sponsor or its permitted transferees are registered
for resale.





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Our initial business combination or reincorporation may result
in taxes imposed on shareholders or warrant holders.



We may, in connection with our initial business
combination and subject to requisite shareholder approval by special resolution under the Companies Act, merge or otherwise combine with
another company, or reincorporate in the jurisdiction in which the target company or business is located or another jurisdiction. Tax
structuring considerations are complex, the relevant facts and law are uncertain and may change, and we may prioritize commercial and
other considerations over tax considerations. A shareholder or warrant holder may be required to recognize taxable income with respect
to our business combination or transactions relating thereto in the jurisdiction in which the shareholder or warrant holder is a tax resident
or in which its members are resident if it is a tax transparent entity. In the event of a reincorporation or merger, any tax liability
may attach prior to any consummation of redemptions of our Class A ordinary shares. We do not intend to make any cash distributions to
shareholders or warrant holders to pay taxes in connection with our business combination or thereafter. Shareholders and warrant holders
may be subject to withholding taxes or other taxes with respect to their ownership of us after our business combination. In addition,
we could be treated as tax resident in the jurisdiction in which the target company or business is located, which could result in adverse
tax consequences to us (e.g., taxation on our worldwide income in such jurisdiction) and to our shareholders or warrant holders (e.g.,
withholding taxes on dividends and taxation of disposition gains).



We may effect a business combination with a target
company that has business operations in multiple jurisdictions. If we effect such a business combination, we could be subject to significant
income, withholding and other tax obligations in a number of jurisdictions with respect to income, operations and subsidiaries related
to those jurisdictions. Due to the complexity of tax obligations and filings in other jurisdictions, we may have a heightened risk related
to audits or examinations by taxing authorities. This additional complexity and risk could have an adverse effect on our after-tax profitability
and financial condition.



Risks Relating to our Sponsor, Management Team and Advantage Partners



Our ability to successfully effect our initial business combination
and to be successful thereafter will be dependent upon the efforts of our key personnel, some of whom may join us following our initial
business combination. The loss of key personnel could negatively impact the operations and profitability of our post-combination business.



Our ability to successfully effect our initial
business combination is dependent upon the efforts of our key personnel. The role of our key personnel in the target business, however,
cannot presently be ascertained. Although some of our key personnel may remain with the target business in senior management, director
or advisory positions following our initial business combination, it is likely that some or all of the management of the target business
will remain in place. While we intend to closely scrutinize any individuals we engage after our initial business combination, we cannot
assure you that our assessment of these individuals will prove to be correct. These individuals may be unfamiliar with the requirements
of operating a company regulated by the SEC, which could cause us to have to expend time and resources helping them become familiar with
such requirements.





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Our key personnel may negotiate employment or consulting agreements
with a target business in connection with a particular business combination, and a particular business combination may be conditioned
on the retention or resignation of such key personnel. These agreements may provide for them to receive compensation following our initial
business combination and as a result, may cause them to have conflicts of interest in determining whether a particular business combination
is the most advantageous.



Our key personnel may be able to remain with our
company after the completion of our initial business combination only if they are able to negotiate employment or consulting agreements
in connection with the business combination. Such negotiations would take place simultaneously with the negotiation of the business combination
and could provide for such individuals to receive compensation in the form of cash payments and/or our securities for services they would
render to us after the completion of the business combination. Such negotiations also could make such key personnel’s retention
or resignation a condition to any such agreement. The personal and financial interests of such individuals may influence their motivation
in identifying and selecting a target business. In addition, pursuant to an agreement entered into on the closing of the initial public
offering, our sponsor, upon and following the consummation of an initial business combination, will be entitled to nominate three individuals
for appointment to our board of directors, as long as the sponsor holds any securities covered by the registration and shareholder rights
agreement.



The officers and directors of an acquisition candidate may resign
upon the completion of our initial business combination. The loss of a business combination target’s key personnel could negatively
impact the operations and profitability of our post-combination business.



The role of an acquisition candidate’s key
personnel upon the completion of our initial business combination cannot be ascertained at this time. Although we contemplate that certain
members of an acquisition candidate’s management team will remain associated with the acquisition candidate following our initial
business combination, it is possible that members of the management of an acquisition candidate will not wish to remain in place.



Our officers and directors will allocate their time to other
businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of
interest could have a negative impact on our ability to complete our initial business combination.



Our officers and directors are not required to,
and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations
and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion
of our initial business combination. Each of our officers and directors is engaged in, or may in the future engage in, several other business
endeavors for which he or she may be entitled to substantial compensation, and our officers and directors are not obligated to contribute
any specific number of hours per week to our affairs. Our independent directors also serve as officers and board members for other entities.
If our officer’s and directors’ other business affairs require them to devote substantial amounts of time to such affairs
in excess of their current commitment levels, it could limit their ability to devote time to our affairs which may have a negative impact
on our ability to complete our initial business combination.



Certain other Advantage Partners entities have similar or overlapping
investment objectives and guidelines, and we may not be presented investment opportunities that may otherwise be suitable for us.



Advantage Partners, our affiliate, currently invests
and plans to continue to invest third-party capital in a wide variety of investment opportunities globally. There may be overlap of investment
opportunities with certain entities that are investment vehicles of, or managed or advised by Advantage Partners, and other entities in
which Advantage Partners have invested or may invest. This overlap could create conflicts of interest. In particular, investment opportunities
that may otherwise be suitable for us may not be presented to us by Advantage Partners or our sponsor. This overlap could also create
conflicts in determining to which entity a particular investment opportunity should be presented. These conflicts may not be resolved
in our favor and a potential target business may be presented to another entity prior to its presentation to us.





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Certain members of our management team may be involved in and
have a greater financial interest in the performance of other Advantage Partners entities, and such activities may create conflicts of
interest in making decisions on our behalf.



Certain members of our management team may be subject
to a variety of conflicts of interest relating to their responsibilities to Advantage Partners and its other affiliates. Such individuals
may serve as members of management or a board of directors (or in similar such capacity) to various other Advantage Partners entities.
Such positions may create a conflict between the advice and investment opportunities provided to such entities and the responsibilities
owed to us. The other entities in which such individuals may become involved may have investment objectives that overlap with ours. Furthermore,
certain of our principals and employees may have a greater financial interest in the performance of such other Advantage Partners entities
than our performance. Such involvement may create conflicts of interest in sourcing investment opportunities on our behalf and on behalf
of such other entities.



Each of our officers and directors presently is, and any of them
in the future may become, affiliated with entities engaged in business activities similar to those intended to be conducted by us, including
another blank check company, and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity
should be presented.



Until we consummate our initial business combination,
we are in the process of identifying and combining with one or more businesses. Each of our officers and directors presently has, and
any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or
director is or will be required to present a business combination opportunity to such entity, subject to his or her fiduciary duties under
Cayman Islands law. Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity
should be presented. These conflicts may not be resolved in our favor and a potential target business may be presented to another entity
prior to its presentation to us, subject to their fiduciary duties under Cayman Islands law.



In addition, our sponsor, officers and directors
may in the future become affiliated with, and are not prohibited from sponsoring, investing or otherwise becoming involved in, other blank
check companies that may have acquisition objectives that are similar to ours, including in connection with their initial business combinations,
prior to us completing our initial business combination. Our sponsor, officers and directors may also become aware of business opportunities
appropriate for presentation to us and other entities to which they owe fiduciary or contractual duties. Accordingly, they may have conflicts
of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved
in our favor and a potential target business may be presented to such other blank check companies prior to its presentation to us, subject
to our officers’ and directors’ fiduciary duties under Cayman Islands law. Our amended and restated memorandum and articles
of association provides that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer
shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same
or similar business activities or lines of business as us; and (ii) we renounce our interest in any business combination opportunity offered
to any officer or director unless such opportunity is expressly offered to such person solely in his or her capacity as an officer or
director of the company and it is an opportunity that we are legally and contractually permitted to undertake and would otherwise be reasonable
for us to pursue.



Our officers, directors, security holders and their respective
affiliates may have competitive pecuniary interests that conflict with our interests.



We have not adopted a policy that expressly prohibits
our officers, directors, security holders or affiliates from having a direct or indirect pecuniary or financial interest in any investment
to be acquired or disposed of by us or in any transaction to which we are a party or have an interest. In fact, we may enter into a business
combination with a target business that is affiliated with our sponsor, our officers or directors, although we do not intend to do so.
Nor do we have a policy that expressly prohibits any such persons from engaging for their own account in business activities of the types
conducted by us. Accordingly, such persons or entities may have a conflict between their interests and ours.



The personal and financial interests of our officers
and directors may influence their motivation in timely identifying and selecting a target business and completing a business combination.
Consequently, our officers’ and directors’ discretion in identifying and selecting a suitable target business may result in
a conflict of interest when determining whether the terms, conditions and timing of a particular business combination are appropriate
and in the best interests of the company. If our officers or directors breach their fiduciary duties to us as a matter of Cayman Islands
law, we or our shareholders might have a claim against such individuals for infringing on our shareholders’ rights. However, we
might not ultimately be successful in any claim we may make against them for such reason.





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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, officers, directors or initial shareholder,
which may raise potential conflicts of interest.



In light of the involvement of our sponsor, officers
and directors with other entities, we may decide to acquire one or more businesses affiliated with our sponsor, officers, directors or
initial shareholder. Members of our management team also serve as officers and board members for other entities. Our sponsor, officers
and directors may sponsor, form or participate in other blank check companies similar to ours during the period in which we are seeking
an initial business combination. Such entities may compete with us for business combination opportunities. Although we will not be specifically
focusing on, or targeting, any transaction with any affiliated entities, we would pursue such a transaction if we determined that such
affiliated entity met our criteria and guidelines for a business combination and such transaction was approved by a majority of our independent
and disinterested directors. Despite our agreement to obtain an opinion from an independent investment banking firm that is a member of
FINRA or an independent accounting firm regarding the fairness to our company from a financial point of view of a business combination
with one or more domestic or international businesses affiliated with our sponsor, officers, directors or initial shareholder, potential
conflicts of interest still may exist and, as a result, the terms of the business combination may not be as advantageous to our public
shareholders as they would be absent any conflicts of interest.



Since our sponsor and certain of our officers and directors will
lose their entire investment in us if our initial business combination is not completed (other than with respect to public shares they
have acquired during or may acquire after the initial public offering), a conflict of interest may arise in determining whether a particular
business combination target is appropriate for our initial business combination.



On April 29, 2021, our sponsor made a capital
contribution of $25,000, or approximately $0.004 per share, to cover certain expenses on our behalf in consideration of 5,750,000
Class B ordinary shares, par value $0.0001. On October 22, 2021, the sponsor surrendered an aggregate of 1,437,500 founder shares
for nil consideration which were cancelled, thereby reducing the aggregate number of founder shares held by the sponsor to
4,312,500, at approximately $0.006 per share. On November 24, 2021, our sponsor transferred 30,000 Class B ordinary shares to each
of our three independent directors for an aggregate price of $360. Prior to the initial investment in the company of $25,000 by the
sponsor, the company had no assets, tangible or intangible. The per share price of the founder shares was determined by dividing the
amount contributed to the company by the number of founder shares issued. The founder shares will be worthless if we do not complete
an initial business combination. In addition, our sponsor purchased an aggregate of 10,625,000 private placement warrants, each
exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment, at a price of $1.00 per
warrant for $10,625,000, in a private placement that closed simultaneously with the closing of the initial public offering. On
December 21, we consummated our initial public offering of 17,250,000 units, including 2,250,000 units issued to the underwriter
upon the full exercise of its over-allotment option, at $10.00 per unit, generating gross proceeds of $172.5 million, and incurring
offering costs of approximately $10.5 million, inclusive of $6.0 million in deferred underwriting commissions. If we do not
consummate an initial business combination within 18 months from the closing of the initial public offering or during any Extension
Period, the private placement warrants will expire worthless. The personal and financial interests of our officers and directors may
influence their motivation in identifying and selecting a target business, completing an initial business combination and
influencing the operation of the business following the initial business combination. This risk may become more acute as the
18-month anniversary of the closing of the initial public offering nears, which is the deadline for our consummation of an initial
business combination.





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Our management may not be able to maintain control of a target
business after our initial business combination. Upon the loss of control of a target business, new management may not possess the skills,
qualifications or abilities necessary to profitably operate such business.



We may structure our initial business combination
so that the post-business combination company in which our public shareholders own shares will own less than 100% of the equity interests
or assets of a target business, but we will only complete such business combination if the post-business combination company owns or acquires
50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient
for us not to be required to register as an investment company under the Investment Company Act. We will not consider any transaction
that does not meet such criteria. Even if the post-business combination company owns 50% or more of the voting securities of the target,
our shareholders prior to our initial business combination may collectively own a minority interest in the post-business combination company,
depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a transaction in which
we issue a substantial number of new Class A ordinary shares in exchange for all of the outstanding capital stock, shares or other equity
interests of a target. In this case, we would acquire a 100% interest in the target. However, as a result of the issuance of a substantial
number of new Class A ordinary shares, our shareholders immediately prior to such transaction could own less than a majority of our outstanding
Class A ordinary shares subsequent to such transaction. In addition, other minority shareholders may subsequently combine their holdings
resulting in a single person or group obtaining a larger portion the company’s shares than we initially acquired. Accordingly, this
may make it more likely that our management will not be able to maintain control of the target business.



Our initial shareholders 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.



Upon closing of the initial public offering, our
initial shareholders own, on an as-converted basis, 20% of our issued and outstanding ordinary shares. Accordingly, they may exert a substantial
influence on actions requiring a shareholder vote, potentially in a manner that you do not support, including amendments to our amended
and restated memorandum and articles of association. If our sponsor purchases any additional Class A ordinary shares in the aftermarket
or in privately negotiated transactions, this would increase its control. Neither our sponsor nor, to our knowledge, any of our officers
or directors, have any current intention to purchase additional securities,. Factors that would be considered in making such additional
purchases would include consideration of the current trading price of our Class A ordinary shares. Further, because only holders of our
Class B ordinary shares will have the right to vote on the appointment of directors and to remove directors prior to our initial business
combination, our sponsor will continue to exert control at least until the completion of our initial business combination. In addition,
we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsor.



After our initial business combination, it is possible that a
majority of our officers and directors will live outside the United States and all of our assets will be located outside the United States.
Therefore, investors may not be able to enforce federal securities laws or their other legal rights.



It is possible that after our initial business
combination, a majority of our officers and directors will reside outside of the United States and all of our assets will be located outside
of the United States. As a result, it may be difficult, or in some cases not possible, for investors in the United States to enforce their
legal rights, to effect service of process upon all of our officers or directors or to enforce judgments of United States courts predicated
upon civil liabilities and criminal penalties on our officers and directors under United States laws.



We are dependent upon our officers and directors and their loss
could adversely affect our ability to operate.



Our operations are dependent upon a relatively
small group of individuals and, in particular, our officers and directors. We believe that our success depends on the continued service
of our officers and directors, at least until we have completed our initial business combination. In addition, our officers and directors
are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating
their time among various business activities, including identifying potential business combinations and monitoring the related due diligence.
We do not have an employment agreement with, or key-man insurance on the life of, any of our officers or directors. The unexpected loss
of the services of one or more of our officers or directors could have a detrimental effect on us.





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Members of our management team and board of directors have significant
experience as founders, board members, officers or executives of other companies. As a result, certain of those persons may have been,
and may become, involved in proceedings, investigations and litigation relating to the business or administrative affairs of the companies
with which they were, are, or may in the future be, affiliated. This may have an adverse effect on us, which may impede our ability to
consummate an initial business combination.



During the course of their careers, members of
our management team and board of directors have had significant experience as founders, board members, officers or executives of other
companies. As a result of their involvement and positions in these companies and government agencies, certain persons may have been, and
may become, involved in litigation, investigations or other proceedings arising out of or relating to the business or administrative affairs
of such companies or transactions entered into by such companies. Any such litigation, investigations or other proceedings may divert
our management team’s and board’s attention and resources away from identifying and selecting a target business or businesses
for our initial business combination and may negatively affect our reputation, which may impede our ability to complete an initial business
combination.



Involvement of members of our management, our directors, and
companies with which they are affiliated in civil disputes, litigation, government or other investigations or other actual or alleged
misconduct unrelated to our business affairs could materially impact our ability to consummate an initial business combination.



Members of our management team, our directors,
and companies with which they are affiliated have been, and in the future will continue to be, involved in a wide variety of business
and other activities. As a result of such involvement, members of our management, our directors, and companies with which they are affiliated
may be involved in civil disputes, litigation, governmental or other investigations or other actual or alleged misconduct relating to
their affairs unrelated to our company. Any such development, including any negative publicity related thereto, may be detrimental to
our reputation, negatively affect our ability to identify and complete an initial business combination in a material manner and may have
an adverse effect on the price of our securities.



Risks Associated with Acquiring and Operating a Business in Foreign
Countries



If we pursue a target company with operations or opportunities
outside of the United States for our initial business combination, we may face additional burdens in connection with investigating, agreeing
to and completing such initial business combination, and if we effect such initial business combination, we would be subject to a variety
of additional risks that may negatively impact our operations.



If we pursue a target company with operations or
opportunities outside of the United States for our initial business combination, we would be subject to risks associated with cross-border
business combinations, including in connection with investigating, agreeing to and completing our initial business combination, conducting
due diligence in a foreign jurisdiction, having such transaction approved by any local governments, regulators or agencies and changes
in the purchase price based on fluctuations in foreign exchange rates.



If we effect our initial business combination with
such a company, we would be subject to any special considerations or risks associated with companies operating in an international setting,
including any of the following:



| | • | costs and difficulties inherent in managing cross-border business
operations;
| | - | -----------------------------------------------------------------------------



| | • | rules and regulations regarding currency redemption;
| | - | ----------------------------------------------------



| | • | complex corporate withholding taxes on individuals;
| | - | ---------------------------------------------------



| | • | laws governing the manner in which future business combinations
may be effected;
| | - | --------------------------------------------------------------------------------



| | • | exchange listing and/or delisting requirements;
| | - | -----------------------------------------------



| | • | tariffs and trade barriers;
| | - | ---------------------------



| | • | regulations related to customs and import/export matters;
| | - | ---------------------------------------------------------



| | • | local or regional economic policies and market conditions;
| | - | ----------------------------------------------------------



| | • | unexpected changes in regulatory requirements;
| | - | ----------------------------------------------





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| | • | longer payment cycles;
| | - | ----------------------



| | • | tax issues, such as tax law changes and variations in tax laws
as compared to the United States;
| | - | ------------------------------------------------------------------------------------------------



| | • | currency fluctuations and exchange controls;
| | - | --------------------------------------------



| | • | rates of inflation;
| | - | -------------------



| | • | challenges in collecting accounts receivable;
| | - | ---------------------------------------------



| | • | cultural and language differences;
| | - | ----------------------------------



| | • | employment regulations;
| | - | -----------------------



| | • | underdeveloped or unpredictable legal or regulatory systems;
| | - | ------------------------------------------------------------



| | • | corruption;
| | - | -----------



| | • | protection of intellectual property;
| | - | ------------------------------------



| | • | social unrest, crime, strikes, riots and civil disturbances;
| | - | ------------------------------------------------------------



| | • | regime changes and political upheaval;
| | - | --------------------------------------



| | • | terrorist attacks, natural disasters and wars; and
| | - | --------------------------------------------------



| | • | deterioration of political relations with the United States.
| | - | ------------------------------------------------------------



Especially, international security issues and adverse
developments in respect thereof such as the current political tension between Russia, Ukraine and potentially western security
alliances could materially adversely affect global trade and economic activity. At the end of 2021 and into January 2022, tensions between
the U.S. and Russia escalated when Russia assembled large numbers of military ground forces on the Ukraine-Russia border. In February
2022, Russia invaded Ukraine. The invasion of Ukraine and any retaliatory measures that have already been, or may in the future be taken
by the U.S. and NATO have created global security concerns that could have a lasting impact on regional and global economies.



We may not be able to adequately address these
additional risks. If we were unable to do so, we may be unable to complete such initial business combination, or, if we complete such
combination, our operations might suffer, either of which may adversely impact our business, financial condition and results of operations.



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.



Following our initial business combination, any
or all of our management may resign from their positions as officers or directors of the company and the management of the target business
at the time of the business combination could remain in place. Management of the target business may not be familiar with United States
securities laws. If new management is unfamiliar with United States securities laws, they may have to expend time and resources becoming
familiar with such laws. This could be expensive and time-consuming and could lead to various regulatory issues that may adversely affect
our operations.





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After our initial business combination, substantially all of
our assets may be located in a foreign country and substantially all of our revenue may be derived from our operations in any such country.
Accordingly, our results of operations and prospects will be subject, to a significant extent, to the economic, political and social
conditions and government policies, developments and conditions in the country in which we operate.



The economic, political and social conditions,
as well as government policies, of the country in which our operations are located could affect our business. Economic growth could be
uneven, both geographically and among various sectors of the economy and such growth may not be sustained in the future. If in the future
such country’s economy experiences a downturn or grows at a slower rate than expected, there may be less demand for spending in
certain industries. A decrease in demand for spending in certain industries could materially and adversely affect our ability to find
an attractive target business with which to consummate our initial business combination and if we effect our initial business combination,
the ability of that target business to become profitable.



Exchange rate fluctuations and currency policies may cause a
target business’ ability to succeed in the international markets to be diminished.



In the event we acquire a non-U.S. target, all
revenues and income would likely be received in a foreign currency, and the dollar equivalent of our net assets and distributions, if
any, could be adversely affected by reductions in the value of the local currency. The value of the currencies in our target regions fluctuate
and are affected by, among other things, changes in political and economic conditions. Any change in the relative value of such currency
against our reporting currency may affect the attractiveness of any target business or, following the consummation of our initial business
combination, our financial condition and results of operations. Additionally, if a currency appreciates in value against the dollar prior
to the consummation of our initial business combination, the cost of a target business as measured in dollars will increase, which may
make it less likely that we are able to consummate such transaction.



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.



In connection with our initial business combination,
we may relocate the home jurisdiction of our business from the Cayman Islands to another jurisdiction. If we determine to do this, the
laws of such jurisdiction may govern some or all of our future material agreements. The system of laws and the enforcement of existing
laws in such jurisdiction may not be as certain in implementation and interpretation as in the United States. The inability to enforce
or obtain a remedy under any of our future agreements could result in a significant loss of business, business opportunities or capital.



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.



We are subject to laws and regulations enacted
by national, regional and local governments. In particular, we are required to comply with certain SEC and other legal requirements. Compliance
with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their
interpretation and application may also change from time to time and those changes could have a material adverse effect on our business,
investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied,
could have a material adverse effect on our business, including our ability to negotiate and complete our initial business combination,
and results of operations.



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.



In recent months, the market for directors and
officers liability insurance for special purpose acquisition companies has changed in ways adverse to us and our management team. Fewer
insurance companies are offering quotes for directors and officers liability coverage, the premiums charged for such policies have generally
increased and the terms of such policies have generally become less favorable. These trends may continue into the future.



The increased cost and decreased availability of
directors and officers liability insurance could make it more difficult and more expensive for us to negotiate an initial business combination.
In order to obtain directors and officers liability insurance or modify its coverage as a result of becoming a public company, the post-business
combination entity might need to incur greater expense, accept less favorable terms or both. However, any failure to obtain adequate directors
and officers liability insurance could have an adverse impact on the post-business combination’s ability to attract and retain qualified
officers and directors.





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In addition, even after we were to complete an
initial business combination, our directors and officers could still be subject to potential liability from claims arising from conduct
alleged to have occurred prior to the initial business combination. As a result, in order to protect our directors and officers, the post-business
combination entity may need to purchase additional insurance with respect to any such claims (“run-off insurance”). The need
for run-off insurance would be an added expense for the post-business combination entity, and could interfere with or frustrate our ability
to consummate an initial business combination on terms favorable to our investors.



General Risk Factors



Cyber incidents or attacks directed at us could result in information
theft, data corruption, operational disruption and/or financial loss.



We depend on digital technologies, including information
systems, infrastructure and cloud applications and services, including those of third parties with which we may deal. Sophisticated and
deliberate attacks on, or security breaches in, our systems or infrastructure, or the systems or infrastructure of third parties or the
cloud, could lead to corruption or misappropriation of our assets, proprietary information and sensitive or confidential data. As an early
stage company without significant investments in data security protection, we may not be sufficiently protected against such occurrences.
We may not have sufficient resources to adequately protect against, or to investigate and remediate any vulnerability to, cyber incidents.



It is possible that any of these occurrences, or
a combination of them, could have adverse consequences on our business and lead to financial loss.



We are subject to changing laws and regulations regarding regulatory
matters, corporate governance and public disclosure that have increased both our costs and the risk of non-compliance.



We are subject to laws and regulations by various
governing bodies, including, for example, the SEC, which is charged with the protection of investors and the oversight of companies whose
securities are publicly traded, and to new and evolving regulatory measures under applicable law. Our efforts to comply with new and changing
laws and regulations have resulted in and are likely to continue to result in, increased general and administrative expenses and a diversion
of management time and attention from seeking a business combination target.



Moreover, because these laws, regulations and standards
are subject to varying interpretations, their application in practice may evolve over time as new guidance becomes available. This evolution
may result in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing revisions to our disclosure
and governance practices. If we fail to address and comply with these regulations and any subsequent changes, we may be subject to penalty
and our business may be harmed.



We may be a passive foreign investment company, or “PFIC,”
which could result in adverse U.S. federal income tax consequences to U.S. investors.



If we are a PFIC for any taxable year (or portion
thereof) that is included in the holding period of a U.S. taxpayer that owns our Class A ordinary shares or warrants, the U.S. taxpayer
may be subject to adverse U.S. federal income tax consequences and may be subject to additional reporting requirements. Our PFIC status
for our current and subsequent taxable years may depend on whether we qualify for the PFIC start-up exception. Depending on the particular
circumstances, the application of the start-up exception may be subject to uncertainty, and there cannot be any assurance that we will
qualify for the start-up exception. In addition, we may be a PFIC due to a business combination with a target company that is a PFIC.
Accordingly, there can be no assurances with respect to our status as a PFIC for our current taxable year or any subsequent taxable year.
Our actual PFIC status for any taxable year, moreover, will not be determinable until after the end of such taxable year (or possibly
not until after the close of the first two taxable years following our start-up year if the start-up exception applies). If we determine
we are a PFIC for any taxable year, upon written request, we will endeavor to provide to a U.S. Holder such information as the Internal
Revenue Service (“IRS”) may require, including a PFIC Annual Information Statement, in order to enable the U.S. Holder to
make and maintain a “qualified electing fund” election, but there can be no assurance that we will timely provide such required
information, and such election would be unavailable with respect to our warrants in all cases. We urge U.S. investors to consult their
tax advisors regarding the possible application of the PFIC rules.





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We may be subject to an increased rate of tax on our income if
we are treated as a personal holding company.



Depending on the date and size of
our initial business combination, it is possible that we could be treated as a “personal holding company” for U.S. federal
income tax purposes. A U.S. corporation generally will be classified as a personal holding company for U.S. federal income tax purposes
in a given taxable year if more than 50% of its ownership (by value) is concentrated, within a certain period of time, in five or fewer
individuals (without regard to their citizenship or residency and including as individuals for this purpose certain entities such as certain
tax-exempt organizations, pension funds, and charitable trusts), and at least 60% of its income is comprised of certain passive items.



We are an emerging growth company and a smaller reporting company
within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to “emerging
growth companies” or “smaller reporting companies,” this could make our securities less attractive to investors and
may make it more difficult to compare our performance with other public companies.



We are an “emerging growth company”
within the meaning of the Securities Act, as modified by the JOBS Act, and we may 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 nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
As a result, our shareholders may not have access to certain information they may deem important. 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 $1.07 billion, or (c) in which we are deemed to be a large accelerated filer,
which means the market value of our Class A ordinary shares that are held by non-affiliates equals or exceeds $700 million as of the prior
June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. We
cannot predict whether investors will find our securities less attractive because we will rely on these exemptions. If some investors
find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower
than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may
be more volatile.



Further, Section 102(b)(1) of the JOBS Act exempts
emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that
is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered
under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company
can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but
any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period, which means that when
a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company,
can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our
financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted
out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.





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Additionally, we are a “smaller reporting
company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure
obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting
company until the last day of any fiscal year for so long as either (1) the market value of our ordinary shares held by non-affiliates
is less than $250 million as of the end of that year’s second fiscal quarter or (2) our annual revenues are less than $100 million
during such completed fiscal year and the market value of our ordinary shares held by non-affiliates is less than $700 million as of the
end of that year’s second fiscal quarter.



| | Item 1B. | Unresolved Staff Comments
| | -------- | -------------------------



None.



| | Item 2. | Properties
| | ------- | ----------



We currently
maintain our executive offices at Unit 2710, 27/F The Center, 99 Queen’s Road Central, Hong Kong. The cost for our use of this space
is included in the $10,000 per month fee we will pay to our sponsor for office space,secretarial and administrative
services. We consider our current office space adequate for our current operations.



| | Item 3. | Legal Proceedings
| | ------- | -----------------



To the knowledge of our management, there is no
material litigation currently pending or contemplated against us, any of our officers or directors in their capacity as such or against
any of our property.



| | Item 4. | Mine Safety Disclosures
| | ------- | -----------------------



Not applicable.



PART II



| | Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
| | ------- | ------------------------------------------------------------------------------------------------------------



(a)           Market Information



Our units, Class A ordinary shares and warrants
are each traded on the NYSE under the symbol “APCA-U”, “APCA” and “APCA-W” respectively. Our units
commenced public trading on December 17, 2021. Our Class A ordinary shares and warrants began separate trading on February 7, 2022.



(b)           Holders



On March 24, 2022, there was
one holder of record of our units, one  holder of record of our Class A ordinary shares, four holders of record of our
Class B ordinary shares and two holders of record of our warrants.



(c)           Dividends



We have not paid any cash dividends on our ordinary
shares to date and do not intend to pay cash dividends prior to the completion of an initial business combination. The payment of cash
dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial conditions
subsequent to completion of an initial business combination. The payment of any cash dividends subsequent to an initial business combination
will be within the discretion of our board of directors at such time. In addition, our board of directors is not currently contemplating
and does not anticipate declaring any stock dividends in the foreseeable future. Further, if we incur any indebtedness, our ability to
declare dividends may be limited by restrictive covenants we may agree to in connection therewith.





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(d)           Securities Authorized
for Issuance Under Equity Compensation Plans



None.



(e)           Performance Graph



Not applicable.



(f)            Recent Sales of
Unregistered Securities; Use of Proceeds from Registered Offerings



On April 29, 2021, our sponsor made a capital
contribution of $25,000, or approximately $0.004 per share, to cover certain expenses on our behalf in consideration of 5,750,000 Class B
ordinary shares, par value $0.0001. On November 24, 2021, our sponsor transferred 30,000 Founder Shares to each of our independent
directors for an aggregate price of $360. Such securities were issued in connection with our organization pursuant to the exemption from
registration contained in Section 4(a)(2) of the Securities Act. The total number of Class B ordinary shares outstanding after
our initial public offering and the expiration of the underwriters’ option to purchase additional units equaled 20% of the total
number of Class A ordinary shares and Class B ordinary shares outstanding at such time. The Class B ordinary shares will
automatically convert into Class A ordinary shares at the time of our initial business combination, or earlier at the option of the
holder thereof, on a one-for-one basis, subject to adjustment.



Our sponsor is an accredited investor for purposes
of Rule 501 of Regulation D. Each of the equity holders in our sponsor is an accredited investor under Rule 501 of Regulation D.
The sole business of our sponsor is to act as the company’s sponsor in connection with the initial public offering.



In addition, our sponsor
purchased an aggregate of10,625,000 private placement warrants at a price of $1.00 perprivate
placement warrant, for an aggregate purchase price of $10,625,000.These purchases took place on a private placement basis simultaneously with the completion of our initial public offering. These
issuances were made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. No underwriting discounts
or commissions were paid with respect to such sales. Each private placement warrant entitles the holder to
purchase one Class A ordinary share at a price of $11.50 per share. The private placement warrants (including the Class A
ordinary shares issuable upon exercise thereof) may not, subject to certain limited exceptions, be transferred, assigned or sold by the
holder until 30 days after the completion of our initial business combination.



On December 21, 2021, the Company consummated its
initial public offering of 17,250,000 units, including 2,250,000 units issued to the underwriter upon the full exercise of its over-allotment
option, at $10.00 per unit, generating gross proceeds of approximately $172.5 million, and incurring offering costs of approximately $10.5
million, inclusive of $6.0 million in deferred underwriting commissions. Of the units sold, Tokyo Century C, a strategic partner of the
Company’s sponsor, purchased an aggregate of 2,000,000 of the Company’s units in the initial public offering at the initial
public offering price. Each unit consists of one Class A ordinary share and one-half of one redeemable warrant (each, a “Public
Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share,
subject to adjustment.



Following
the concurrent closing of the over-allotment option, an aggregate amount of $177,675,000 has been placed in the Company’s trust
account established in connection with the initial public offering.The proceeds held in the trust account are invested only in
U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule
2a-7 under the Investment Company Act that invest only in direct U.S. government treasury obligations.



(g)           Purchases of Equity
Securities by the Issuer and Affiliated Purchasers



None.





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| | Item 6. | [RESERVED]
| | ------- | ----------



| | Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations
| | ------- | -------------------------------------------------------------------------------------



References to the “Company,” “our,”
 “us” or “we” refer to AP Acquisition Corp. The following discussion
and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements
and the notes thereto contained elsewhere in this Report. Certain information contained in the discussion and analysis set forth below
includes forward-looking statements that involve risks and uncertainties.



Cautionary Note Regarding Forward-Looking
Statements



All statements other than statements of historical
fact included in this Amendment, including, without limitation, statements under “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans
and objectives of management for future operations, are forward-looking statements. When used in this Amendment, words such as “anticipate,”
 “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us
or the Company’s management, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management,
as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially
from those contemplated by the forward- looking statements as a result of certain factors detailed in our filings with the SEC. All subsequent
written or oral forward-looking statements attributable to us or persons acting on the Company’s behalf are qualified in their entirety
by this paragraph.



The following discussion and analysis of our financial
condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere
in this Amendment. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that
involve risks and uncertainties.



Overview



AP Acquisition Corp. (the “Company”)
was incorporated as a Cayman Islands exempted company on April 22, 2021. The Company was incorporated for the purpose of effecting a merger,
share exchange, asset acquisition, share purchase, reorganization or similar Business Combination with one or more businesses (the “Business
Combination”). The Company has not selected any Business Combination target and the Company has not, nor has anyone on its behalf,
initiated any substantive discussions, directly or indirectly, with any Business Combination target. The Company will not be limited to
a particular industry or geographic region in its identification and acquisition of a target company, except that the Company will not
complete the initial Business Combination with a target that is headquartered China (including Hong Kong and Macau) or conducts a majority
of its business in China (including Hong Kong and Macau).



Results of Operations



As of December 31, 2021, we have not
commenced any operations. All activity for the period from April 22, 2021 (inception) through December 31, 2021, relates to our formation
and initial public offering, and, since the completion of our initial public offering, searching for a target to consummate an initial
business combination. We will not generate any operating revenues until after the completion of our initial business combination, at the
earliest. We will generate non-operating income in the form of interest income from the proceeds derived from our initial public offering
and placed in the trust account.



For the period from April 22, 2021 (Inception)
through December 31, 2021, we had a net loss of $53,480, which consisted of operating costs of $37,157, and stock compensation expense
of $16,572, offset by interest income earned on marketable securities held in our Trust Account of $249.



Liquidity and Capital Resources



As of December 31, 2021, we had cash
outside our trust account of $1,072,135, available for working capital needs. All remaining cash was held in the trust account and is
generally unavailable for our use, prior to an initial business combination.





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On December 21, 2021, we consummated
our initial public offering of 17,250,000 units, at $10.00 per unit, generating gross proceeds of $172,500,000.



Simultaneously with the closing of our
initial public offering, we consummated the sale of 10,625,000 private placement warrants at a price of $1.00 per private placement warrant
in a private placement to our sponsor, generating gross proceeds of $10,625,000.



In order to fund working capital deficiencies
or finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our officers
and directors may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we may repay such
loaned amounts out of the proceeds of the Trust Account released to us. In the event that a Business Combination does not close, we may
use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no proceeds from our Trust Account
would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants, at a price of $1.00 per warrant, at
the option of the lender. The warrants would be identical to the Private Placement Warrants.



We do not believe we will need to raise
additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying
a target business, undertaking in-depth due diligence and negotiating a business combination are less than the actual amount necessary
to do so, we may have insufficient funds available to operate our business prior to our business combination. Moreover, we may need to
obtain additional financing either to complete our business combination or because we become obligated to redeem a significant number
of our public shares upon consummation of our business combination, in which case we may issue additional securities or incur debt in
connection with such business combination. Subject to compliance with applicable securities laws, we would only complete such financing
simultaneously with the completion of our business combination. If we are unable to complete our business combination because we do not
have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. In addition, following our
business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.



Off-Balance Sheet Financing Arrangements



We have no obligations, assets or liabilities,
which would be considered off-balance sheet arrangements as of December 31, 2021. We do not participate in transactions that create relationships
with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established
for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements,
established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non- financial assets.



Contractual Obligations



As of December 31, 2021, we did not have
any long-term debt, capital or operating lease obligations.



We entered into an administrative services
agreement pursuant to which we will pay the Sponsor a total of $10,000 per month for office space, secretarial and administrative support
services.



Registration and Shareholder Rights



The holders of the Founder Shares, Private
Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable
upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) will be
entitled to registration rights pursuant to a registration and shareholder rights agreement to be signed prior to or on the effective
date of the IPO. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company
register such securities. In addition, the holders have certain "piggy back" registration rights with respect to registration
statements filed subsequent to the Company's completion of the initial Business Combination. However, the registration and shareholder
rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective
until termination of the applicable lockup period, which occurs (i) in the case of the Founder Shares, as described in the following paragraph,
and (ii) in the case of the Private Placement Warrants and the respective Class A ordinary shares underlying such warrants, 30 days after
the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such
registration statements.





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Except as described herein, the Company's
initial shareholder, executive officers and directors have agreed not to transfer, assign or sell their Founder Shares until the earliest
of (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if
the closing price of the Company's Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share
capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 trading day period commencing
at least 150 days after the initial Business Combination, or (y) the date on which the Company complete a liquidation, merger, share exchange
or other similar transaction that results in all of the public shareholders having the right to exchange their Class A ordinary shares
for cash, securities or other property. Any permitted transferees would be subject to the same restrictions and other agreements of the
initial shareholder with respect to any Founder Shares. The Company refers to such transfer restrictions throughout this prospectus as
the lock up.



In addition, pursuant to the registration
and shareholder rights agreement, the Sponsor, upon and following consummation of an initial Business Combination, will be entitled to
nominate three individuals for appointment to the Company's board of directors, as long as the Sponsor holds any securities covered by
the registration and shareholder rights agreement.



Promissory Notes



On April 29, 2021, our sponsor agreed
to loan us up to $300,000 to be used for a portion of the expenses of the IPO. These loans are non-interest bearing, unsecured and are
due at the earlier of September 30, 2021 or the closing of the IPO. On September 14, 2021, our sponsor and we signed off an amendment
to the Promissory Note, and the loans are due at the earlier of March 31, 2022 or the closing of the IPO. On December 21, 2021, the outstanding
balance of $142,882 was fully repaid. As of December 31, 2021, we had no borrowings under the Promissory Note.



Underwriting Agreement



On December 21, 2021, we paid a cash
underwriting commission of two percent (2%) of the gross proceeds of the IPO, or $3,450,000. Additionally, the underwriter is entitled
to a deferred underwriting discount of 3.5% of the gross proceeds of the IPO, or $6,037,500 in aggregate, upon the completion of our initial
Business Combination.



Critical Accounting Policies



The preparation of financial statements
and related disclosures in conformity with accounting principles generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date
of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates.
We have identified the following as our critical accounting policies:



Class A Ordinary Share Subject to
Possible Redemption



The Company accounts for its Class A
ordinary share subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”)
Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary share subject to mandatory redemption (if any) are classified
as a liability instrument and are measured at fair value. Conditionally redeemable ordinary share (including ordinary share that feature
redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not
solely within the Company’s control) are classified as temporary equity. At all other times, ordinary share are classified as stockholders’
equity. The Company’s ordinary share feature certain redemption rights that are considered to be outside of the Company’s
control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2021, 17,250,000 shares of Class A ordinary
share subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity
section of the Company’s balance sheet.





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Net Loss Per Ordinary Share



We have two classes of shares, which
are referred to as Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes
of shares. The 19,250,000 potential ordinary shares for outstanding warrants to purchase our shares were excluded from diluted earnings
per share for the period from April 22, 2021 (inception) through December 31, 2021 because the warrants are contingently exercisable,
and the contingencies have not yet been met. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary
share for the periods.



Derivative Financial Instruments



The Company evaluates its financial instruments
to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic
815, “Derivatives and Hedging”. Derivative instruments are recorded at fair value on the grant date and re-valued at each
reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified
on the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required
within 12 months of the balance sheet date. The Company has determined the warrants are a derivative instrument (see Note 4).



FASB ASC 470-20, Debt with Conversion
and Other Options, addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The
Company applies this guidance to allocate IPO proceeds from the Units between Class A ordinary share and warrants, using the residual
method by allocating IPO proceeds first to fair value of the warrants and then the Class A ordinary share.



Recent Accounting Pronouncements



In August 2020, the Financial Accounting
Standards Board issued Accounting Standards Update (“ASU”) 2020-06, Debt - Debt with Conversion and Other Options (Subtopic
470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify
accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion
and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity
classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt
and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings
per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective
January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1,
2021. We are currently assessing the impact, if any, that ASU 2020-06 would have on our financial position, results of operations or cash
flows.



Management does not believe that any
recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial
statements.



JOBS Act



On April 5, 2012, the JOBS Act was signed
into law. The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies.
We will qualify as an “emerging growth company” and under the JOBS Act will be allowed to comply with new or revised accounting
pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or
revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which
adoption of such standards is required for non-emerging growth companies. As a result, our financial statements may not be comparable
to companies that comply with new or revised accounting pronouncements as of public company effective dates.





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Additionally, we are in the process of
evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions
set forth in the JOBS Act, if, as an “emerging growth company”, we choose to rely on such exemptions we may not be required
to, among other things, (i) provide an independent registered public accounting firm’s attestation report on our system of internal
controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging
growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may
be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the report of independent registered public accounting
firm providing additional information about the audit and the financial statements (auditor discussion and analysis), and (iv) disclose
certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of
the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion
of our initial public offering or until we are no longer an “emerging growth company,” whichever is earlier.



| | Item 7A. | Quantitative and Qualitative
Disclosures About Market Risk
| | -------- | ----------------------------------------------------------



Following the consummation of our initial public
offering, the net proceeds of our initial public offering, including amounts in the trust account, have been invested in U.S. government
treasury bills, notes or bonds with a maturity of 185 days or less or in certain money market funds that invest solely in US treasuries.
Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.



| | ITEM 8. | Financial Statements and
Supplementary Data
| | ------- | -------------------------------------------



This information appears following Item
15 of this Report on Form 10-K and is incorporated herein by reference.



| | ITEM 9. | Changes
in and Disagreements with Accountants on Accounting and Financial Disclosure
| | ------- | ------------------------------------------------------------------------------------



None.



| | ITEM 9A. | Controls and Procedures.
| | -------- | ------------------------



Disclosure Controls and Procedures



Disclosure
controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our
reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in
the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure
that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated
to management, including our Chief Executive Officer andprincipal financial officer, to
allow timely decisions regarding required disclosure.



As required
by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer andprincipal financial
officer carried out an evaluation of the effectiveness of the design and operation of our disclosure
controls and procedures as of December 31, 2021. Based upon their evaluation, our Chief Executive Officer andprincipal financial
officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under
the Exchange Act) were effective.



Internal Control over Financial Reporting



This Report
on Form 10-K does not include a management’s assessment regarding internal control over financial reporting or an attestation report
of our registered public accounting firm due to a transition period established by rules of the SEC for newly public companies and for
an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities
Act, as modified by the Jumpstart Our Business Startups Act of 2012.





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During the
most recently completed fiscal year, there has been no change in our internal control over financial reporting that has materially affected,
or is reasonably likely to materially affect, our internal control over financial reporting.



Item
9B. Other Information.



None.



Item
9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.



Not Applicable.



PART III



| | Item 10. | Directors, Executive Officers and Corporate Governance
| | -------- | ------------------------------------------------------



Our executive officers and directors are as follows:



|Name                   | Age | Position                         
|---------------------- | --- | ---------------------------------
|Richard Lee Folsom     | 62  | Chairman, Director               
|Keiichi Suzuki         | 53  | Chief Executive Officer, Director
|Shankar Krishnamoorthy | 62  | Independent Director             
|Henrik Baek Jorgensen  | 61  | Independent Director             
|Helena Anderson        | 43  | Independent Director             



Mr. Richard Folsom is our Chairman
and Director. Mr. Folsom is a Co-Founder and Representative Partner of Advantage Partners, an investment management and advisory firm
focused especially on the Asia and Japan markets, founded in 1992. Mr. Folsom is an experienced investor with a track record of helping
companies successfully build scale and generate value. At Advantage Partners, Mr. Folsom is responsible for the overall investment strategy
as well as leading and managing the organization. He is involved in the sourcing, execution and management of Advantage Partners’
portfolio companies. After founding Advantage Partners, between 1992 and 1997, with his co-founder partner, Taisuke Sasanuma, he started
and managed two new businesses: Meridian VAT Reclaim Japan, a EU Value-Added Tax (VAT) reclaim service for corporations (subsequently
sold to PRGX, a NASDAQ listed company at the time), and Advantage Risk Management (subsequently went public in 2005 under TSE: 8769),
an insurance brokerage and risk management business in Japan.



In 1997, Mr. Folsom and Mr. Sasanuma established
Japan’s very first buyout fund, and Mr. Folsom has since focused his time on the development of this private equity investment practice.
In addition to the 1997 fund, subsequent funds were raised in 2000, 2003, 2006, 2008, 2012, 2015, 2016, 2018, 2019, and most recently
in 2020. These 11 private equity funds raised include seven funds focused on Japan buyouts, which includes: investments in founder / owner
successions, carve-outs from large corporate parents, public-to-private takeovers, and other special situations; one fund focused on pan-Asian
buyouts; and three funds focused on private investments in public equity (PIPEs) in small, mid and large cap public companies in Japan.
Through its funds, Advantage Partners has made more than 100 investments, deploying approximately $5 billion, of which they have successfully
exited more than 60 as of October 2021. An important point to emphasize about Mr. Folsom and Advantage Partners’ investments is
that a majority of the acquisitions have been sourced and accessed proprietarily or semi-proprietarily, rather than through auction processes.
This is driven by Mr. Folsom and Advantage Partners’ broad network and reputation, and sellers prioritizing Advantage Partners’
value proposition of strategic and operational support. These investments span a range of industries and sectors, including some in sustainability
and the Sustainable Development Goals (SDGs)-related sectors and companies. Examples of acquisitions include: Katitas, a leading company
in Japan focused on refurbishing and repositioning affordable used single-family homes nationwide, in the form of a founder / owner succession
acquisition, which Mr. Folsom and Advantage Partners grew dramatically and successfully listed in December 2017 (TSE: 8919, market cap
of $2.7 billion as of October 8, 2021); Net Protections, a corporate carve-out and a leading buy-now-pay-later (BNPL) solutions provider
to e-commerce retailers in Japan; and Nihon Kaisui, a corporate carve-out followed by two roll-up acquisitions to create one of the market
leaders in Japan focused on production of salt from sea water using reverse osmosis membrane technology.





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Mr. Folsom has approximately 29 years’ commercial
experience across investing, operations and management. Prior to founding Advantage Partners, Mr. Folsom was engaged in management consulting
with Bain & Company, primarily in their Tokyo office, where he accumulated eight years of experience in developing and implementing
strategies for both foreign and domestic corporations in the Japanese and Asian markets. He has over 35 years’ experience living
in Asia.



Mr. Folsom graduated from Brigham Young University
with a Bachelor’s Degree in Japanese and Economics, and holds a Master of Business Administration Degree from The Wharton School
of the University of Pennsylvania.



Mr. Keiichi Suzukiis our Chief Executive
Officer and Director. Mr. Suzuki joined Advantage Partners on July 1, 2021 and serves as a Partner and the Head of Renewables & Sustainability
of the firm. During his tenure at Mitsubishi Corporation, a leading Japanese trading company, Mr. Suzuki gained over 29 years of experience
in alternative investments including real estate, private equity, and infrastructure, especially in the renewable energy space.



Since 2009, Mr. Suzuki initiated and developed
renewable energy businesses in Europe and Middle East for Mitsubishi Corporation creating a large renewable independent power producer
(IPP) business.



From 2015 to 2020, Mr. Suzuki was the Chief Executive
Officer of Diamond Generating Europe Limited (“DGE”), a wholly owned subsidiary of Mitsubishi Corporation and a strategic
IPP platform headquartered in London, which develops, constructs, finances, and operates renewables and other generation assets in Europe
and the Middle East. During his tenure, Mr. Suzuki grew the company’s gross power generation capacity to 5GW. Diamond Generating
Europe was awarded major projects in Europe and the Middle East including Scottish Moray East Off-shore Wind Farm Project (950MW), Dutch
Borssele III & IV Offshore Wind Project (731.5MW), and Qatar Facility D independent water and power project (IWPP)(2,520MW for power
and 136.5 million gallon of drinking water per day) in which Diamond Generating Europe was assigned as the lead developer and Mr. Suzuki
managed the entire process, coordinating engineering, procurement, and construction contracts with partners such as Samsung C&T and
Hitachi Zosen. DGE also acquired major equipment suppliers, Siemens AG and Acciona Agua. In the two off-shore wind projects, Diamond Generating
Europe took the role of co-developer together with ENGIE SA and EDP Renováveis in Scottish Moray East Off-shore Wind Farm Project,
and with Royal Dutch Shell, Eneco, and Van Oord in Dutch Borssele III & IV Offshore Wind Project. Both projects were awarded by the
procuring governments successfully. Diamond Generating Europe also acquired Dutch Luchterduinen Wind Farm (129MW) and Belgium Norther
Offshore Wind Farm (370MW) under their development phase, and successfully financed and constructed their successful operations. Besides
offshore wind farms, DGE acquired French solar assets (111MW) and developed onshore wind assets (72MW) from/with EDF Renewables respectively,
and acquired Italian solar assets (48MW) from Italian Developer Solar Ventures jointly with The Innovation Network Corporation of Japan
as co-investor, which was successfully divested to Sonnedix in 2016.



Apart from his experience as the Chief Executive
Officer of Diamond Generating Europe, Mr. Suzuki was involved in a number of renewable energy projects in Japan and across EMEA, and held
various roles including PV Development Team Leader (2010-2012) and Acting General Manager & Qatar FD Project Task Force Leader (2013-2015).





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Prior to joining Advantage Partners, Mr. Suzuki
most recently served as General Manager of Merchant Banking Department in Asset Finance Division of Mitsubishi Corporation. In this role,
Mr. Suzuki was responsible for managing a total capital of approximately $1 billion in net asset value for Mitsubishi Corporation. He
oversaw multiple private equity funds including Marunouchi Capital (Japan/Buyout), Marunouchi Infrastructure (Japan/Infrastructure), Asian
Industrial Growth Fund (Southeast Asia/Growth Capital), OneRock Capital (North America/Buyout), Geodesic Capital (United States/Venture
Capital), and Tata Opportunity Fund (India/Growth Capital).



Mr. Suzuki started his career from the Urban Development
Department of Mitsubishi Corporation in 1992. Mr. Suzuki graduated from The University of Tokyo and has a Bachelor’s Degree in Urban
Engineering, and holds a Master of Business Administration Degree from the Massachusetts Institute of Technology Sloan School of Management.
He is also a First Class Architect licensed by the Ministry of Land, Infrastructure, Transport and Tourism of Japan.



Mr. Shankar Krishnamoorthy is an
Independent Director. Mr. Krishnamoorthy is a results-oriented executive and hands-on leader with proven track record in the energy sector.
Mr. Krishnamoorthy has over 38 years of experience in the energy and renewable energy sector, specifically in the following: opening and
growing new markets and products; sustaining profitable growth of businesses in competitive environments; construction, operation and
management of large assets; structuring and negotiating of complex contracts including joint ventures, mergers and acquisitions, long
term offtake, equipment purchases, service agreements, and financing; stakeholder management; and portfolio management. Mr. Krishnamoorthy
is currently the Executive Vice President and Chief Strategy Officer at SAS Ÿnsect, a French food manufacturer that transforms insects
into premium, high-value ingredients for pets, fish, plants, and human beings. He is also a Member of the Board at Caruna, a Finnish company
that distributes electricity and maintains, repairs and builds a weatherproof electricity network.



Mr. Krishnamoorthy holds substantial experience
and expertise in the energy space, especially in the field of energy transition. Throughout his career, he has mainly worked for two organizations
 — ENGIE SA (“ENGIE”) as well as its subsidiaries and affiliates, and Bharat Heavy Electricals Limited. ENGIE is a global
company based in France offering thermal energy, hydropower, solar energy, onshore and offshore wind power, facility management and heat
generation services, with over EUR56 billion in revenues in 2020, over 172,000 employees, and approximately 101GW of total electricity
generation capacities, of which 31GW are renewables as of April 2021 on a consolidated basis. According to its 2021 integrated report,
as of April 2021, the company is ranked No.1 in power distribution in Europe, No. 2 in natural gas transmission in Europe, No.1 in urban
cooling networks globally, and No. 3 in urban heating networks globally. Bharat Heavy Electricals Limited is one of the largest Indian
engineering and manufacturing companies.



From January 2017 to May 2021, Mr. Krishnamoorthy
served as a member of the Executive Committee of ENGIE SA and supervised multiple functions ranging from strategy, business development
oversight, research, innovation, corporate venture capital, procurement, engineering and construction. In addition, Mr. Krishnamoorthy
most recently served as the Chief Executive Officer of Tractebel Engineering SA, a subsidiary of ENGIE based in Belgium with a company
mission of “Engineering a carbon-neutral future.” It provides life-cycle consultancy and engineering services to power, nuclear,
gas, industry, and infrastructure customers. As the CEO, from 2020 to 2021, Mr. Krishnamoorthy managed a total of 5,000 employees, led
projects of all sizes and complexities throughout the full life-cycle of a customer: strategy phase, pre-investment phase, implementation
phase, operation phase, and decommissioning phase.



Apart from his recent experience in France and
Belgium, Mr. Krishnamoorthy has also established an extensive global network through approximately 15 years’ experience in Thailand,
U.A.E., and the U.K. after he moved to Thailand in 2002. He spent approximately three years in the U.K. acting in leadership roles including
the Chairman of Solairedirect SA, a subsidiary of ENGIE; seven years in U.A.E. during which he mostly served as the CEO and President
of ENGIE’s South Asia, Middle East and Africa Head Quarter; and five years in Thailand as the Head of Business Development at ENGIE’s
Asia Pacific Head Quarter.



Before 2002, Mr. Krishnamoorthy worked for three
separate companies, mainly in the field of engineering. From 1997 to 2001, he worked for Tractebel Energy South Asia Pvt. Ltd., a subsidiary
of ENGIE, as the Head of Business Development, Chief Executive Officer, and Director. In 1997, as the Head of Marketing and Sales, Mr.
Krishnamoorthy also worked for Crompton Greaves Limited (currently CG Power and Industrial Solutions Limited), an Indian company engaged
in the design and manufacture of power conversion equipment products. Previously, from 1982 to 1997, he worked at Bharat Heavy Electricals
Limited as a Sales Manager, Project Manager, and Commissioning Engineer.





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Mr. Krishnamoorthy graduated from Delhi University
in India with a Bachelor of Engineering Degree.



Mr. Henrik Baek Jorgensen is an Independent
Director. Mr. Jorgensen is an experienced leader with a high drive and superior stakeholder management skills with an ability to build
bridges between entities with technical expertise on the one hand and those with commercial know-how on the other, especially in the renewable
energy space. Mr. Jorgensen has over 13 years of experience in the renewable energy sector, with a particular strength in offshore wind
power generation. With the ability to build up high-performance teams, understand both technical and commercial concepts, and manage stakeholders
within the value chain, Mr. Jorgensen has established a successful track record throughout his career.



Since January 2021, Mr. Jorgensen has served as
a Vice President of Offshore Product Strategy at Vestas Wind Systems A/S, where he is responsible for structuring offshore market roadmap
and go-to-market strategies including the technical aspects of bids involving next-generation offshore wind turbines. Prior to his current
role, from February 2014 to January 2021, Mr. Jorgensen served as a Vice President of Product Management at MHI Vestas Offshore Wind A/S,
where he was responsible for structuring product roadmap, go-to-market strategies, and technical sales support. A part of his success
during the time is installing the world’s largest offshore wind turbine at the time and the subsequent upgrades to the market in
cooperation with Mitsubishi Corporation. Mr. Jorgensen’s experience in the energy sector goes beyond offshore wind power generation:
from 2011 to 2014, he worked as a Senior Product Manager of Smart Grid Solutions at Kamstrup A/S, a world leading manufacturer of system
solutions for smart energy and water metering headquartered in Denmark. Prior to this role, Mr. Jorgensen worked for Vestas Wind Systems
A/S from 2008 to 2011, where he served as a Senior Product Manager of the 2 MW Platform team.



Apart from his experience in the renewable energy
sector, Mr. Jorgensen also has ample experience in product management and engineering. From 2000 to 2008, Mr. Jorgensen worked at CCI
Europe A/S (currently renamed Stibo DX), a leading developer and a provider of enterprise CMS and digital asset management solutions for
media companies and enterprises worldwide. During his tenure, Mr. Jorgensen served as a Product Manager of the System Architecture team.
Prior to 2000, Mr. Jorgensen also held various positions as an engineer, project manager, and CAD manager at Sabroe Refrigeration A/S
and Tetra Pak Hoyer A/S.



Mr. Jorgensen graduated from Syddansk University
in Denmark with an Engineering Degree, where he specialized in energy solutions.



Ms. Helena Anderson is an Independent Director.
In 2017, Ms. Anderson co-founded Ikigai, a leading international, technology-neutral “energy transition platform” with a purpose
of bridging the gap between investors, suppliers, and energy intensive industries through its strategic advisory, development and bankability
accelerator services. Since then she has advised investors, fund managers, developers and technology companies in the energy transition
and decarbonization sectors in the U.K., Europe and Africa. In her current role as the COO of several Ikigai group companies, Ms. Anderson
advises on market entry and corporate growth strategies, energy transition stakeholder engagement, project structuring, investment and
development.



Ms. Anderson has over 12 years of experience in
energy (including energy efficiency, solar, wind, tidal stream, geothermal, biomass, energy from waste, biomethane, hydrogen, energy storage,
district heating, charging infrastructure, micro grids) and infrastructure (water, telecommunications, airports, roads and ports). She
also helped to design, and is a leading expert on, the Equator Principles and other standards related to mitigating environmental and
social risk in lending.



Since the founding of Ikigai, Ms. Anderson has
built a successful track record advising on industrial zone and city decarbonization, clean tech growth capital, energy transition project
optimization, co-development and financing focused on attracting institutional investment into the energy transition. She has advised
enterprises, core infrastructure owners, local governments and universities on their net zero investment strategies, including a regional
growth board on the hydrogen ecosystem roadmap and investment plan for the Thames Estuary in the South East of England. Having established
a clean tech accelerator, she has advised on the commercialization and scaling up of, and investment into, a wide variety of start-ups,
ranging from an EV charging predictive data software platform to a containerized carbon capture technology to the development of Europe’s
first lithium processing facility.





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She has advised on renewable energy and decarbonization
project development for multiple energy and infrastructure funds, municipal and regional authorities, water companies and airports, including,
during 2021 alone, one of the largest airport solar schemes in Europe at Glasgow Airport, the gateway to COP26; a £1bn industrial
decarbonization project portfolio for the North West of England and a district heat network in Manchester. In regard to institutional
investment in the energy transition, Ms. Anderson supported European and Japanese investors on their investments into biomethane production
and retailing in the U.K. and international funds on optimization of existing energy generation for a Net Zero economy incorporating onsite
generation, battery storage, hydrogen production and carbon capture and reutilization.



Prior to founding Ikigai, Ms. Anderson made significant
contribution to the public sector, spending two years at the U.K. Department for International Trade, where she was the Head of Energy
Capital Investment. During her tenure, Ms. Anderson led the capital investment team focusing on the energy transition and energy systems,
advising on the structuring of bankable energy transactions and facilitating introductions to, and negotiations with, international equity
and debt capital (from trading houses, industrials, sovereign wealth funds and institutional investors). There she sourced from, or designed
with, the private sector, local authorities and other U.K. Government Departments while conducting high level due diligence in a number
of energy platforms and projects, delivering a large amount of investment returns to the U.K. through 2016 to 2017.



Ms. Anderson started her career as a lawyer in
January 2004 as an Associate at Mallesons Stephen Jaques, a leading law firm in Australia, where she worked as a project finance specialist
until December 2006. She joined Herbert Smith Freehills in January 2007, where she built up her expertise in project financing until December
2015. At Herbert Smith Freehills, Ms. Anderson was instrumental in developing the firm’s top-tier renewable energy finance practice.
During her tenure, Ms. Anderson also served as a general counsel of East Anglia Offshore Wind Limited, the joint venture of ScottishPower
Renewables and Vattenfall developing a 7,200MW offshore wind project off the coast of the U.K.



Ms. Anderson graduated from the University of Melbourne
in Australia with a Bachelor of Laws (Honours) Degree, a Bachelor of Commerce (Accounting and Finance), and a Diploma of Modern Languages
(Japanese). She was previously a director of the regulated board of the largest private social housing and regeneration developer and
operator in the UK, Places for People Plc until 2021 and is currently a commissioner on the Cheshire and Warrington Sustainable and Inclusive
Growth Commission for the North West of England.



Number and Terms of Office of Officers and Directors



Prior to the completion of an initial business
combination, any vacancy on the board of directors may be filled by a nominee chosen by holders of a majority of our founder shares or
by the affirmative vote of a majority of the directors present and voting at a meeting of our board. In addition, prior to the completion
of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any
reason. Holders of our public shares will not have the right to vote on the election or removal of directors prior to the completion of
an initial business combination.



Pursuant to an agreement entered into on the closing
of the initial public offering, our sponsor, upon and following the consummation of an initial business combination, will be entitled
to nominate three individuals for appointment to our board of directors, as long as the sponsor holds any securities covered by the registration
and shareholder rights agreement.



Our officers are appointed by the board of directors
and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized
to appoint persons to the offices set forth in our amended and restated memorandum and articles of association as it deems appropriate.
Our amended and restated memorandum and articles of association provides that our officers may consist of one or more chairman of the
board, chief executive officer, president, chief financial officer, vice presidents, secretary, treasurer and such other offices as may
be determined by the board of directors.





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Director Independence



The NYSE listing standards require that a majority
of our board of directors be independent. Our board of directors has determined that Shankar Krishnamoorthy, Henrik Baek Jorgensen and
Helena Anderson are “independent directors” as defined in the NYSE listing standards. Our independent directors have regularly
scheduled meetings at which only independent directors are present.



Executive Officer and Director Compensation



None of our executive officers or directors have
received any cash compensation for services rendered to us. Commencing on the date of our initial public offering through the earlier
of the consummation of our initial business combination and our liquidation, we reimburse our sponsor for office space, secretarial and
administrative services provided to us in the amount of $10,000 per month. In addition, our sponsor, executive officers and directors,
or their respective affiliates, are reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such
as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee reviews
on a quarterly basis all payments that were made by us to our sponsor, executive officers or directors, or their respective affiliates.
Any such payments prior to an initial business combination will be made using funds held outside the trust account. Other than quarterly
audit committee review of such reimbursements, we do not expect to have any additional controls in place governing our reimbursement payments
to our executive officers and directors for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection
with identifying and consummating an initial business combination. Other than these payments and reimbursements, no compensation of any
kind, including finder’s and consulting fees, will be paid by the company to our sponsor, executive officers and directors, or their
respective affiliates, for services rendered prior to completion of our initial business combination.



After the completion of our initial business combination,
members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees
will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished
to our shareholders in connection with a proposed business combination. We have not established any limit on the amount of such fees that
may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be
known at the time of the proposed business combination, because the directors of the post-combination business will be responsible for
determining executive officer and director compensation. Any compensation paid to our executive officers is determined, or recommended
to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority
of the independent directors on our board of directors.



We do not intend to take any action to ensure that
members of our management team maintain their positions with us after the consummation of our initial business combination, although it
is possible that some or all of our executive officers and directors may negotiate employment or consulting arrangements to remain with
us after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions
with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability
of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision
to proceed with any potential business combination. We are not party to any agreements with our executive officers and directors that
provide for benefits upon termination of employment.



Committees of the Board of Directors



Our board of directors has three standing committees:
an audit committee, a nominating committee and a compensation committee. Subject to phase-in rules and a limited exception, the rules
of the NYSE and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent
directors. Subject to phase-in rules and a limited exception, the rules of the NYSE require that the compensation committee and the nominating
committee of a listed company be comprised solely of independent directors.





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Audit Committee



Shankar Krishnamoorthy, Henrik Baek Jorgensen and
Helena Anderson serve as members of our audit committee. Our board of directors has determined that each of Shankar Krishnamoorthy, Henrik
Baek Jorgensen and Helena Anderson are independent under the NYSE listing standards and applicable SEC rules. Shankar Krishnamoorthy serves
as the Chairman of the audit committee. Under the NYSE listing standards and applicable SEC rules, all the directors on the audit committee
must be independent. Each member of the audit committee is financially literate and our board of directors has determined that Shankar
Krishnamoorthy qualifies as an “audit committee financial expert” as defined in applicable SEC rules.



The audit committee is responsible for:



| | · | meeting with our independent registered public accounting firm regarding, among other issues, audits and the adequacy of our accounting
and control systems;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | monitoring the independence of the independent registered public accounting firm;
| | - | ---------------------------------------------------------------------------------



| | · | verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner
responsible for reviewing the audit as required by law;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | inquiring and discussing with management our compliance with applicable laws and regulations;
| | - | ---------------------------------------------------------------------------------------------



| | · | pre-approving all audit services and permitted non-audit services to be performed by our independent registered public accounting
firm, including the fees and terms of the services to be performed;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | appointing or replacing the independent registered public accounting firm;
| | - | --------------------------------------------------------------------------



| | · | determining the compensation and oversight of the work of the independent registered public accounting firm (including resolution
of disagreements between management and the independent registered public accounting firm regarding financial reporting) for the purpose
of preparing or issuing an audit report or related work;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting
controls or reports which raise material issues regarding our financial statements or accounting policies;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | monitoring compliance on a quarterly basis with the terms of the initial public offering and, if any noncompliance is identified,
immediately taking all action necessary to rectify such noncompliance or otherwise causing compliance with the terms of the initial public
offering; and
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | reviewing and approving all payments made to our existing shareholders, executive officers or directors and their respective affiliates.
Any payments made to members of our audit committee will be reviewed and approved by our board of directors, with the interested director
or directors abstaining from such review and approval.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Nominating Committee



The members of our nominating committee are Shankar
Krishnamoorthy, Henrik Baek Jorgensen and Helena Anderson, and Helena Anderson serves as chairman of the nominating committee. Under the
NYSE listing standards, we are required to have a nominating committee composed entirely of independent directors. Our board of directors
has determined that each of Shankar Krishnamoorthy, Henrik Baek Jorgensen and Helena Anderson are independent.





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The nominating committee is responsible for overseeing
the selection of persons to be nominated to serve on our board of directors. The nominating committee considers persons identified by
its members, management, shareholders, investment bankers and others.



Guidelines for Selecting Director Nominees



The guidelines for selecting director nominees,
which is specified in our charter, provide that persons to be nominated:



| | · | should have demonstrated notable or significant achievements in business, education or public service;
| | - | ------------------------------------------------------------------------------------------------------



| | · | should possess the requisite intelligence, education and experience to make a significant contribution to the board of directors and
bring a range of skills, diverse perspectives and backgrounds to its deliberations; and
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the
shareholders.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------



The nominating committee considers a number of
qualifications relating to management and leadership experience, background, integrity and professionalism in evaluating a person’s
candidacy for membership on the board of directors. The nominating committee may require certain skills or attributes, such as financial
or accounting experience, to meet specific board needs that arise from time to time and also considers the overall experience and makeup
of its members to obtain a broad and diverse mix of board members. The nominating committee does not distinguish among director nominees
recommended by shareholders and other persons.



Compensation Committee



The members of our compensation committee are Shankar
Krishnamoorthy, Henrik Baek Jorgensen and Helena Anderson, and Henrik Baek Jorgensen serves as chairman of the compensation committee.



Under the NYSE listing standards, we are required
to have a compensation committee composed entirely of independent directors. Our board of directors has determined that each of Shankar
Krishnamoorthy, Henrik Baek Jorgensen and Helena Anderson are independent. We have adopted a compensation committee charter, which details
the principal functions of the compensation committee, including:



| | · | reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer, evaluating
the performance of our Chief Executive Officer in light of such goals and objectives and determining and approving the remuneration (if
any) of our Chief Executive Officer based on such evaluation;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | reviewing and approving the compensation of all of our other Section 16 executive officers;
| | - | -------------------------------------------------------------------------------------------



| | · | reviewing our executive compensation policies and plans;
| | - | --------------------------------------------------------



| | · | implementing and administering our incentive compensation and equity-based remuneration plans;
| | - | ----------------------------------------------------------------------------------------------



| | · | assisting management in complying with our proxy statement and annual report disclosure requirements;
| | - | -----------------------------------------------------------------------------------------------------



| | · | approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive
officers and employees;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | producing a report on executive compensation to be included in our annual proxy statement; and
| | - | ----------------------------------------------------------------------------------------------



| | · | reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.
| | - | --------------------------------------------------------------------------------------------------





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The charter also provides that the compensation
committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and is
directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving
advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence
of each such adviser, including the factors required by the NYSE and the SEC.



Compensation Committee Interlocks and Insider
Participation



None of our executive officers currently serves,
and in the past year has not served, as a member of the compensation committee of any entity that has one or more executive officers serving
on our board of directors.



Code of Ethics



We have adopted a Code of Ethics applicable to
our officers, directors and employees. A copy of the Code of Ethics will be provided without charge upon request from us. We intend to
disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K.



Conflicts of Interest



Under Cayman Islands law, officers and directors
owe the following fiduciary duties:



| | · | duty to act in good faith in what the officer or director believes to be in the best interests of the company as a whole;
| | - | -------------------------------------------------------------------------------------------------------------------------



| | · | duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose;
| | - | ----------------------------------------------------------------------------------------------------------------



| | · | directors should not improperly fetter the exercise of future discretion;
| | - | -------------------------------------------------------------------------



| | · | duty to exercise powers fairly as between different sections of shareholders;
| | - | -----------------------------------------------------------------------------



| | · | duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests;
and
| | - | -----------------------------------------------------------------------------------------------------------------------------------------



| | · | duty to exercise independent judgment.
| | - | --------------------------------------



In addition to the above, directors also owe a
duty of care, which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having
both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried
out by that director in relation to the company and the general knowledge, skill and experience of that director.



As set out above, directors have a duty not to
put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of
their position. However, in some instances what would otherwise be a breach of this duty can be ratified and/or authorized in advance
by the shareholders provided that there is full disclosure by the directors. This can be done by way of permission granted in the
amended and restated memorandum and articles of association or alternatively by shareholder approval at general meetings.



Our amended and restated memorandum and articles
of association provides that, subject to his or her fiduciary duties under Cayman Islands law, no director shall be disqualified or prevented
from contracting with the company nor shall any contract or transaction entered into by or on behalf of the company in which any director
shall have an interest be liable to be avoided. A director shall be at liberty to vote in respect of any contract or transaction in which
he or she is interested provided that the nature of such interest shall be disclosed at or prior to its consideration or any vote thereon
by the board of directors.





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Each of our officers and directors presently has,
and any of them in the future may have additional, fiduciary or contractual duties to other entities. As a result, if any of our officers
or directors becomes aware of a business combination opportunity that is suitable for an entity to which he or she has then-current fiduciary
or contractual obligations, then, subject to their fiduciary duties under Cayman Islands law, he or she will need to honor such fiduciary
or contractual obligations to present such business combination opportunity to such entity, before we can pursue such opportunity. If
these other entities decide to pursue any such opportunity, we may be precluded from pursuing the same. However, we do not expect these
duties to materially affect our ability to complete our initial business combination. Our amended and restated memorandum and articles
of association provides that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer
shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same
or similar business activities or lines of business as us; and (ii) we renounce our interest in any business combination opportunity offered
to any officer or director unless such opportunity is expressly offered to such person solely in his or her capacity as an officer or
director of the company and it is an opportunity that we are legally and contractually permitted to undertake and would otherwise be reasonable
for us to pursue.



Below is a table summarizing the entities to which
our officers and directors currently have fiduciary duties, contractual obligations or other material management relationships:



|Individual             | Entity                                                                            | Entity’s Business                                           | Affiliation                                                         
|---------------------- | --------------------------------------------------------------------------------- | ----------------------------------------------------------- | --------------------------------------------------------------------
|Keiichi Suzuki         | Advantage Partners Inc.                                                           | Financial services                                          | Partner                                                             
|Richard Lee Folsom     | Advantage Partners (H.K.) Limited                                                 | Financial services                                          | Representative Partner(1)                                           
|Shankar Krishnamoorthy | SAS Ÿnsect                                                                        | Agriculture                                                 | Executive Vice President and Chief Strategy Officer                 
|                       | Caruna                                                                            | Electricity                                                 | Director                                                            
|Henrik Bæk Jørgensen   | Vestas Wind Systems A/S                                                           | Manufacturing                                               | Vice President, Employee                                            
|Helena Anderson        | Ikigai Capital Limited
    
    Ikigai Axl Limited
    
    Ikigai Energy Limited | Consulting
    
    Investment
    
    Project Development | Director and COO
    
    Director and COO
    
    Director and COO



| | (1) | Advantage Partners (H.K.) Limited is an entity operating in the financial services sector that is an affiliated entity of Advantage
Partners. Richard Lee Folsom also assumes director and other positions at certain funds, affiliates and other related entities (including
certain portfolio companies in which the funds or other related entities invest) of Advantage Partners.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Potential investors should also be aware of the
following other potential conflicts of interest:



| | · | Our officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict
of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do
not intend to have any full-time employees prior to the completion of our initial business combination. Each of our officers and directors
is engaged in, or may in the future engage in, several other business endeavors for which he or she may be entitled to substantial compensation,
and our officers and directors are not obligated to contribute any specific number of hours per week to our affairs.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





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| | · | Our sponsor subscribed for founder shares prior to the date of this Report and purchased private placement warrants in a transaction
that will close simultaneously with the closing of the initial public offering.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive
their redemption rights with respect to any founder shares and public shares held by them in connection with (i) the completion of our
initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of
association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right
to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | do not complete our initial business combination within 18 months from the closing of the initial public offering or during an Extension
Period or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares. Additionally, our
sponsor and each member of our management team have agreed to waive their rights to liquidating distributions from the trust account with
respect to their founder shares if we fail to complete our initial business combination within the prescribed timeframe. If we do not
complete our initial business combination within the prescribed timeframe, the private placement warrants will expire worthless. Except
as described herein, our initial shareholder, executive officers and directors have agreed not to transfer, assign or sell any of their
founder shares until the earliest of (A) one year after the completion of our initial business combination and (B) subsequent to our initial
business combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share
subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day
period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger,
share exchange or other similar transaction that results in all of our public shareholders having the right to exchange their Class A
ordinary shares for cash, securities or other property. Except as described herein, the private placement warrants will not be transferable
until 30 days following the completion of our initial business combination. Our officers and directors who own ordinary shares or warrants
directly or indirectly 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.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention
or resignation of any such officers and directors is included by a target business as a condition to any agreement with respect to our
initial business combination. In addition, our sponsor, officers and directors may sponsor, form or participate in other blank check companies
similar to ours during the period in which we are seeking an initial business combination. Any such companies may present additional conflicts
of interest in pursuing an acquisition target, particularly in the event there is overlap among investment mandates.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



We are not prohibited from pursuing an initial
business combination with a company that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial
business combination with a company that is affiliated with our sponsor or any of our officers or directors, we, or a committee of independent
directors, will obtain an opinion from an independent investment banking firm that is a member of FINRA or an independent accounting firm
that such initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion
in any other context.



Furthermore, in no event will our sponsor or any
of our existing officers or directors, or their respective affiliates, be paid by us any finder’s fee, consulting fee or other compensation
prior to, or for any services they render in order to effectuate, the completion of our initial business combination. Further, commencing
on the date our securities are first listed on the NYSE, we also reimburse our sponsor for office space, secretarial and administrative
services provided to us in the amount of $10,000 per month.



We cannot assure you that any of the above mentioned
conflicts will be resolved in our favor.





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If we seek shareholder approval, we will complete
our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law and pursuant to our
amended and restated memorandum and articles of association, which requires the affirmative vote of shareholders holding a majority of
the shares which, being so entitled, are voted thereon in person or by proxy at a quorate general meeting of the company or a unanimous
written resolution of all of our shareholders entitled to vote at a general meeting of the company. A quorum for such meeting will be
present if holders of one-third of the issued and outstanding shares entitled to vote at the meeting are represented in person or by proxy.
In such case, our sponsor and each member of our management team have agreed to vote their founder shares and public shares in favor of
our initial business combination.



Limitation on Liability and Indemnification of
Officers and Directors



Cayman Islands law does not limit the extent to
which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the
extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification
against willful default, willful neglect, civil fraud or the consequences of committing a crime. Our amended and restated memorandum and
articles of association provides for indemnification of our officers and directors to the maximum extent permitted by law, including for
any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect. We have
entered into agreements with our officers and directors to provide contractual indemnification in addition to the indemnification provided
for in our amended and restated memorandum and articles of association. We have purchased a policy of officers’ and directors’
liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances
and insures us against our obligations to indemnify our officers and directors.



Our officers and directors have agreed to waive
any right, title, interest or claim of any kind in or to any monies in the trust account, and have agreed to waive any right, title, interest
or claim of any kind they may have in the future as a result of, or arising out of, any services provided to us and will not seek recourse
against the trust account for any reason whatsoever (except to the extent they are entitled to funds from the trust account due to their
ownership of public shares). Accordingly, any indemnification provided will only be able to be satisfied by us if (i) we have sufficient
funds outside of the trust account or (ii) we consummate an initial business combination.



Our indemnification obligations may discourage
shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have
the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful,
might otherwise benefit us and our shareholders. Furthermore, a shareholders’ investment may be adversely affected to the extent
we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.



We believe that these provisions, the insurance
and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors.



| | Item 11. | Executive Compensation
| | -------- | ----------------------



See “Item 10. Directors, Executive Officers
and Corporate Governance—Executive Officer and Director Compensation.”





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| | Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
| | -------- | ----------------------------------------------------------------------------------------------



The following table sets forth information regarding
the beneficial ownership of ordinary shares as of March 11, 2022 based on information obtained from the persons named below, with respect
to the beneficial ownership of our shares of ordinary shares, by:



| | · | each person known by us to be the beneficial owner of more than 5% of our outstanding ordinary shares;
| | - | ------------------------------------------------------------------------------------------------------



| | · | each of our executive officers and directors that beneficially owns our ordinary shares; and
| | - | --------------------------------------------------------------------------------------------



| | · | all our executive officers and directors as a group.
| | - | ----------------------------------------------------



In the table below, percentage ownership is based
on 17,250,000 Class A ordinary shares (which includes Class A ordinary shares that are underlying the units) and 4,312,500 Class B ordinary
shares outstanding as of March 11, 2022. The table below does not include the Class A ordinary shares underlying the private placement
warrants held by our sponsor because these securities are not exercisable within 60 days of this Report.





|                                                                   |  | Class B ordinary shares                |           |     | Class A ordinary shares         |  |       |                                     | 
|------------------------------------------------------------------ |  | -------------------------------------- | --------- | --- | ------------------------------- |  | ----- | ----------------------------------- | 
|Name of Beneficial Owners(1)                                       |  | Number of Shares Beneficially Owned(2) |           |     | Approximate Percentage of Class |  |       | Number of Shares Beneficially Owned | 
|AP Sponsor LLC (our sponsor)                                       |  |                                        | 4,222,500 | (3) |                                 |  | 97.9  | %                                   | 
|Richard Lee Folsom                                                 |  |                                        | 4,222,500 | (3) |                                 |  | 97.9  | %                                   | 
|Keiichi Suzuki                                                     |  |                                        | —         |     |                                 |  | —     |                                     | 
|Shankar Krishnamoorthy                                             |  |                                        | 30,000    |     |                                 |  | *     |                                     | 
|Henrik Bæk Jørgensen                                               |  |                                        | 30,000    |     |                                 |  | *     |                                     | 
|Helena Anderson                                                    |  |                                        | 30,000    |     |                                 |  | *     |                                     | 
|All executive officers and directors as a group (Five individuals) |  |                                        | 4,312,500 |     |                                 |  | 100.0 | %                                   | 
|Tokyo Century Corporation(4)                                       |  |                                        | —         |     |                                 |  | —     |                                     | 
|Saba Capital Management, L.P.(5)                                   |  |                                        | —         |     |                                 |  | —     |                                     | 



* Less than one percent.

| | (1) | Unless otherwise noted, the business address of each of our shareholders is Unit 2710, 27/F The Center,
99 Queen’s Road Central, Hong Kong.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | Interests shown consist solely of founder shares, classified as Class B ordinary shares. Such shares
will automatically convert into Class A ordinary shares one a one-for-one basis, subject to adjustment pursuant to certain anti-dilution
rights, at the time of our initial business combination or earlier at the option of the holders thereof as described in the section entitled
 “Description of Securities.”
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) | The shares reported above are held in the name of our sponsor. Advantage Partners (H.K.) Limited is the
sole member of our sponsor, and Richard Lee Folsom, Representative Partner of Advantage Partners (H.K.) Limited, is the sole manager of
our sponsor and has voting and investment discretion with respect to the ordinary shares held of record by our sponsor. Accordingly, all
of the shares held by our sponsor may be deemed to be beneficially held by Richard Lee Folsom.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (4) | Based solely on the Schedule 13G filed by Tokyo Century Corporation on December 29, 2021. Tokyo Century
Corporation may be deemed to have voting and dispositive power with respect to the 2,000,000 Class A Units. Tokyo Century Corporation
is a publicly-traded company listed on the Tokyo Stock Exchange. Its business address is FUJI SOFT Bldg. 3 Kanda-neribeicho, Chiyoda-ku,
Tokyo 101-0022 Japan.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (5) | Based solely on the Schedule 13G filed by Saba Capital Management, L.P. on December 27, 2021, (a) each
of Saba Capital Management, L.P., a Delaware limited partnership (“Saba Capital”), Saba Capital Management GP, LLC, a Delaware
limited liability company (“Saba GP”), and Mr. Boaz R. Weinstein has the shared voting power and the shared dispositive power
with respect to 1,309,522 Class A ordinary shares, and (b) the business address of each of the foregoing persons is 405 Lexington Avenue,
58th Floor, New York, New York 10174.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Our sponsor, officers and directors are deemed
to be our “promoter” as such term is defined under the federal securities laws.



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Changes in Control



None.



| | Item 13. | Certain Relationships and Related Transactions, and Director Independence
| | -------- | -------------------------------------------------------------------------



Founder Shares



On April 29, 2021, our sponsor made a capital contribution
of $25,000, or approximately $0.004 per share, to cover certain expenses on our behalf in consideration of 5,750,000 Class B ordinary
shares, par value $0.0001. On October 22, 2021, the sponsor surrendered an aggregate of 1,437,500 founder shares for nil consideration
which were cancelled, thereby reducing the aggregate number of founder shares held by the sponsor to 4,312,500, at approximately $0.006
per share. On November 24, 2021, our sponsor transferred 30,000 Founder Shares to each of our three independent directors for an aggregate
price of $360.



The Sponsor, executive officers and directors have
agreed not to transfer, assign or sell any of their Founder Shares until the earliest of (A) one year after the completion of our
initial business combination and (B) subsequent to our initial business combination, (x) if the closing price of our Class A
ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations
and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination,
or (y) the date on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our
public shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Any permitted
transferees would be subject to the same restrictions and other agreements of our initial shareholders with respect to any founder shares.



Private Placement Warrants



Simultaneously
with the closing of the initial public offering, the sponsor purchased an aggregate of10,625,000 private
placement warrants at a price of $1.00 per private placement warrant in a private placement that occurred simultaneously with the initial
public offering. Each private placement warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share.
An amount of $8,625,000 of proceeds from the sale of the private placement warrants was added to the trust account and nil was deposited
into the Company’s operating account. If the Company does not complete a business combination within the combination period, the
proceeds from the sale of the private placement warrants held in the operating account will be used to fund the redemption of the public
shares (subject to the requirements of applicable law) and the private placement warrants will expire worthless.



Promissory Note - Related Party



On April 29, 2021, the Company issued an unsecured
promissory note to the Sponsor (the “promissory note”), pursuant to which the Company may borrow up to an aggregate principal
amount of $300,000. The promissory note was non-interest bearing and payable on the earlier of (i) September 30, 2021 or (ii) the completion
of the initial public offering. On September 14, 2021, the Company and the sponsor entered into an agreement to amend the promissory note,
extending the due date to the earlier of (i) March 31, 2022 or (ii) the consummation of the initial public offering. As of December 31,
2021, there was $0 outstanding under the promissory note.





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Administrative Services Agreement



The Company entered into an agreement, commencing
on the effective date of the initial public offering, to pay the sponsor a total of up to $10,000 per month for office space, secretarial
and administrative services. Upon the completion of an initial business combination, the Company will cease paying these monthly fees.



Other Transactions With Our Sponsor



If any of our officers or directors become aware
of a business combination opportunity that falls within the line of business of any 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.
Our officers and directors currently have certain relevant fiduciary duties or contractual obligations that may take priority over their
duties to us.



Other than these monthly fees as described in “—Administrative
Services Agreement”, no compensation of any kind, including finder’s and consulting
fees, will be paid to our sponsor, officers, advisors, directors or their respective affiliates, for services rendered prior to or in
connection with the completion of an initial business combination. However, these individuals will be reimbursed for any out-of-pocket expenses
incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable
business combinations. Our audit committee will review on a quarterly basis all payments that were made by us to our sponsor, officers,
advisors, directors or their affiliates and will determine which expenses and the amount of expenses that will be reimbursed. There is
no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our
behalf.



In addition, in order to finance transaction costs
in connection with an intended initial business combination, the sponsor or an affiliate of the sponsor or certain of the Company’s
officers and directors may, but are not obligated to, loan the Company funds as may be required. If the Company completes an initial business
combination, the Company may repay such loaned amounts out of the proceeds of the trust account released to the Company. Otherwise, such
loans may be repaid only out of funds held outside the trust account. In the event that an initial business combination does not close,
the Company may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from
the trust account would be used to repay such loaned amounts. Up to $1,500,000 of such loans may be convertible into warrants of the post-business
combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement
warrants.



After our initial business combination, members
of our management team who remain with us may be paid consulting, management or other fees from the combined company with any and all
amounts being fully disclosed to our shareholders, to the extent then known, in the tender offer or proxy solicitation materials, as applicable,
furnished to our shareholders. It is unlikely the amount of such compensation will be known at the time of distribution of such tender
offer materials or at the time of a general meeting held to consider our initial business combination, as applicable, as it will be up
to the directors of the post-combination business to determine executive and director compensation.



We have entered into a registration and shareholder
rights agreement pursuant to which our initial shareholders are entitled to certain registration rights with respect to the private placement
warrants, the warrants issuable upon conversion of working capital loans (if any) and the Class A ordinary shares issuable upon exercise
of the foregoing and upon conversion of the founder shares, and, upon consummation of our initial business combination, to nominate three
individuals for election to our Board of Directors, as long as the sponsor holds any securities covered by the registration and shareholder
rights agreement.



Policy for Approval of Related Party Transactions



The audit
committee of our Board of Directors adopted a charter, providing for the review, approval and/or ratification of “related party
transactions,” which are those transactions required to be disclosed pursuant to Item 404 of Regulation S-K as promulgated
by the SEC, by the audit committee. At its meetings, the audit committee shall be provided with the details of each new, existing, or
proposed related party transaction, including the terms of the transaction, any contractual restrictions that the company has already
committed to, the business purpose of the transaction, and the benefits of the transaction to the company and to the relevant related
party. Any member of the committee who has an interest in the related party transaction under review by the committee shall abstain from
voting on the approval of the related party transaction, but may, if so requested by the chairman of the committee, participate in some
or all of the committee’s discussions of the related party transaction. Upon completion of its review of the related party transaction,
the committee may determine to permit or to prohibit the related party transaction.





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| | Item 14. | Principal Accountant Fees and Services
| | -------- | --------------------------------------



The following is a summary
of fees paid to Marcum Bernstein & Pinchuk LLP (“MarcumBP”) for services rendered.



Audit Fees.
Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements, reviews of our
quarterly financial statements and services that are normally provided by our independent registered public accounting firm in connection
with statutory and regulatory filings. The aggregate fees billed by MarcumBP for audit fees, inclusive of required filings with the SEC
for the period from April 22, 2021 (inception) through December 31, 2021, and of services rendered in connection with our initial public
offering, totaled $100,286.



Audit-Related Fees.
Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit or
review of our year-end financial statements and are not reported under “Audit Fees.” These services include attest services
that are not required by statute or regulation and consultation concerning financial accounting and reporting standards. We did not pay
MarcumBP any audit-related fees during the period from April 22, 2021 (inception) through December 31, 2021.



Tax Fees. Tax
fees consist of fees billed for professional services relating to tax compliance, tax planning and tax advice. We did not pay MarcumBP
any tax fees during the period from April 22, 2021 (inception) through December 31, 2021.



All Other Fees.
All other fees consist of fees billed for all other services. We did not pay MarcumBP any other fees during the period from April 22,
2021 (inception) through December 31, 2021.



Pre-Approval Policy



Our audit committee was formed upon the consummation
of our initial public offering. As a result, the audit committee did not pre-approve all of the foregoing services, although any services
rendered prior to the formation of our audit committee were approved by our board of directors. Since the formation of our audit committee,
and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be
performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described
in the Exchange Act which are approved by the audit committee prior to the completion of the audit).



PART IV



| | Item 15. | Exhibit AND Financial Statement Schedules
| | -------- | -----------------------------------------



| | (a) | The following documents are filed as part of this Form 10-K:
| | --- | ------------------------------------------------------------



| | (1) | Financial Statements: Our consolidated financial statements are listed in the “Index to Consolidated Financial Statements”
on page F-1.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------



| | (2) | Financial Statement Schedules: None.
| | --- | ------------------------------------





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| | (3) | Exhibits
| | --- | --------



We hereby file as part of this Report the exhibits
listed in the attached Exhibit Index. Copies of such material can also be obtained on the SEC website at www.sec.gov.



|Exhibit No. | Description                                                                                                                                       
|----------- | --------------------------------------------------------------------------------------------------------------------------------------------------
|3.1         | Amended and Restated Memorandum and Articles of Association. (1)                                                                                  
|4.1         | Warrant Agreement, dated December 16, 2021, between Continental Stock Transfer & Trust Company and the Company. (1)                               
|4.2         | Specimen Unit Certificate.(2)                                                                                                                     
|4.3         | Specimen Class A Ordinary Share Certificate. (2)                                                                                                  
|4.4         | Specimen Warrant Certificate. (2)                                                                                                                 
|4.5         | Description of Registrant’s Securities.*                                                                                                          
|10.1        | Private Placement Warrants Purchase Agreement, dated December 16, 2021, between the Company and AP Sponsor LLC. (1)                               
|10.2        | Investment Management Trust Agreement, dated December 16, 2021, between Continental Stock Transfer & Trust Company and the Company.(1)            
|10.3        | Registration and Shareholder Rights Agreement, dated December 16, 2021, among the Company, AP Sponsor LLC and the other holders party thereto. (1)
|10.4        | Letter Agreement, dated December 16, 2021, among the Company, and AP Sponsor LLC and each director and executive officer of the Company. (1)      
|10.5        | Administrative Services Agreement, dated December 16, 2021, between the Company and AP Sponsor LLC. (1)                                           
|10.6        | Promissory Note, dated as of April 29, 2021 and as amended on September 14, 2021, between the Registrant and the sponsor. (2)                     
|31.1        | Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).*                                                       
|31.2        | Certification of the principal financial officer required by Rule 13a-14(a) or Rule 15d-14(a).*                                                   
|32.1        | Certification of the Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.**                                   
|32.2        | Certification of the principal financial officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.**                               



| | * | Filed herewith
| | - | --------------

| | ** | Furnished herewith
| | -- | ------------------



| | (1) | Incorporated by reference to the registrant’s Current Report on Form 8-K, filed with the SEC on December 22, 2021.
| | --- | ------------------------------------------------------------------------------------------------------------------

| | (2) | Incorporated by reference to the registrant’s Registration Statement on Form S-1, filed with the SEC on December 1, 2021.
| | --- | -------------------------------------------------------------------------------------------------------------------------



| | Item 16. | Form 10-K Summary
| | -------- | -----------------



Not applicable.





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SIGNATURES



Pursuant to the requirements of Section 13 or 15(d)
of the Securities Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned,
thereunto duly authorized.



March 29, 2022



| | AP Acquisition Corp   
| | ----------------------
| |                       
| | /s/ Richard Lee Folsom
| | Name:                 
| | Title:                



Pursuant to the requirements of the Securities
Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in
the capacities and on the dates indicated.



|Name                       |  | Position                                     |  | Date          
|-------------------------- |  | -------------------------------------------- |  | --------------
|                           |  |                                              |  |               
|/s/ Richard Lee Folsom     |  | Chairman, Director                           |  | March 29, 2022
|Richard Lee Folsom         |  | (Principal Financial and Accounting Officer) |  |               
|/s/ Keiichi Suzuki         |  | Chief Executive Officer and Director         |  | March 29, 2022
|Keiichi Suzuki             |  | (Principal Executive Officer)                |  |               
|                           |  |                                              |  |               
|/s/ Shankar Krishnamoorthy |  | Director                                     |  | March 29, 2022
|Shankar Krishnamoorthy     |  |                                              |  |               
|/s/ Henrik Baek Jorgensen  |  | Director                                     |  | March 29, 2022
|Henrik Baek Jorgensen      |  |                                              |  |               
|/s/ Helena Anderson        |  | Director                                     |  | March 29, 2022
|Helena Anderson            |  |                                              |  |               





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AP ACQUISITION CORP



INDEX TO FINANCIAL STATEMENTS



|                                                         | Page
|-------------------------------------------------------- | ----
|Reports of Independent Registered Public Accounting Firm | F-2 
|Balance Sheet                                            | F-3 
|Statement of Operations                                  | F-4 
|Statement of Changes in Shareholders' Deficit            | F-5 
|Statement of Cash Flows                                  | F-6 
|Notes to Financial Statement                             | F-7 





F-1


Table of Contents




| | New York Office
7 Penn Plaza, Suite 830
New York, NY 10001T 212.279.7900 | 
| | ------------------------------------------------------------------------ | 



REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM



To
the Shareholders and Board of Directors of AP Acquisition Corp.



Opinion on the Financial Statements



We have
audited the accompanying balance sheet of AP Acquisition Corp. (the “Company”) as of December 31, 2021, the related statements
of operations, changes in shareholders’ deficit and cash flows for the period from April 22, 2021 (inception) through December 31,
2021, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements
present fairly, in all material respects, the financial position of the Company as of December 31, 2021, and the results of its operations
and its cash flows for period from April 22, 2021 (inception) through December 31, 2021, in conformity with accounting principles generally
accepted in the United States of America.



Basis for Opinion



These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We
are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.



We conducted our audit in accordance with the
standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement,
whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over
financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but
not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly,
we express no such opinion.



Our audit included performing procedures to assess
the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.



/s/ Marcum Bernstein & Pinchuk LLP



Marcum Bernstein & Pinchuk LLP



We have served as the Company’s auditor since 2021.



New York, NY

March 29, 2022



Firm ID#: 5395



www.marcumbp.com





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AP ACQUISITION CORP.

BALANCE SHEET

DECEMBER 31, 2021



|Assets                                                                                                                                                              |  |   |             |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | - | ----------- | -
|Current assets:                                                                                                                                                     |  |   |             |  
|Cash                                                                                                                                                                |  | $ | 1,072,135   |  
|Prepaid expense                                                                                                                                                     |  |   | 168,832     |  
|Total current assets                                                                                                                                                |  |   | 1,240,967   |  
|Long-term prepaid expenses                                                                                                                                          |  |   | 141,034     |  
|Cash held in Trust Account                                                                                                                                          |  |   | 177,675,249 |  
|Total assets                                                                                                                                                        |  | $ | 179,057,250 |  
|                                                                                                                                                                    |  |   |             |  
|Liabilities, Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit                                                                               |  |   |             |  
|Accrued offering costs and expenses                                                                                                                                 |  | $ | 375,747     |  
|Due to related party                                                                                                                                                |  |   | 5,333       |  
|Total current liabilities                                                                                                                                           |  |   | 381,080     |  
|Deferred underwriting commissions                                                                                                                                   |  |   | 6,037,500   |  
|Total liabilities                                                                                                                                                   |  |   | 6,418,580   |  
|                                                                                                                                                                    |  |   |             |  
|Commitments and Contingencies (Note 6)                                                                                                                              |  |   |             |  
|Class A ordinary shares subject to possible redemption, 17,250,000 shares at $10.30 redemption value                                                                |  |   | 177,675,249 |  
|                                                                                                                                                                    |  |   |             |  
|Shareholders’ Deficit:                                                                                                                                              |  |   |             |  
|Preferred stock, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding                                                                        |  |   | -           |  
|Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; none issued and outstanding (excluding 17,250,000 shares subject to possible redemption) |  |   | -           |  
|Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 4,312,500 shares issued and outstanding                                                   |  |   | 431         |  
|Additional paid-in capital                                                                                                                                          |  |   | -           |  
|Accumulated deficit                                                                                                                                                 |  |   | (5,037,010  | )
|Total shareholders’ deficit                                                                                                                                         |  |   | (5,036,579  | )
|Total Liabilities, Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit                                                                         |  | $ | 179,057,250 |  



The accompanying notes are an integral part of
these financial statements.





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AP ACQUISITION CORP.

STATEMENT OF OPERATIONS
FOR THE PERIOD FROM APRIL 22, 2021 (INCEPTION) THROUGH DECEMBER 31, 2021



|Formation and operating costs                                                                                 |  | $ | 37,157    |  
|------------------------------------------------------------------------------------------------------------- |  | - | --------- | -
|Loss from operations                                                                                          |  |   | (37,157   | )
|                                                                                                              |  |   |           |  
|Other expense                                                                                                 |  |   |           |  
|Stock Compensation Expense                                                                                    |  |   | (16,572   | )
|Interest earned on marketable securities held in Trust Account                                                |  |   | 249       |  
|Total other expense                                                                                           |  |   | (16,323   | )
|                                                                                                              |  |   |           |  
|Net loss                                                                                                      |  | $ | (53,480   | )
|                                                                                                              |  |   |           |  
|Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption |  |   | 747,047   |  
|Basic and diluted net loss per share, Class A ordinary shares
    subject to possible redemption              |  | $ | (0.01     | )
|Basic and diluted weighted average shares outstanding, Class B ordinary shares                                |  |   | 4,312,500 |  
|Basic and diluted net loss per share, Class B ordinary shares                                                 |  | $ | (0.01     | )



The accompanying notes are an integral part of
these financial statements.





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ACQUISITION CORP.

STATEMENT OF CHANGES IN SHAREHOLDERS' DEFICITFOR THE PERIOD FROMAPRIL 22, 2021
(INCEPTION) through DECEMBER 31,2021



|                                                                        |  | Class
A  Ordinary Share |   | Class
B  Ordinary Share |   | AdditionalPaid-in |  | Accumulated |           | Total
 Shareholders’ |  
|----------------------------------------------------------------------- |  | ----------------------- | - | ----------------------- | - | ----------------- |  | ----------- | --------- | -------------------- | -
|                                                                        |  | Shares                  |   | Amount                  |   | Shares            |  | Amount      |           | Capital              |  
|Balance as of April
22, 2021 (inception)                                |  |                         | — |                         | $ | —                 |  |             | —         |                      | $
|Issuance
of Class B ordinary Share to initial shareholder               |  |                         | — |                         |   | —                 |  |             | 4,312,500 |                      |  
|Fair value of 8,625,000 Public Warrants net of allocated
offering costs |  |                         | — |                         |   | —                 |  |             | —         |                      |  
|Sale of 10,625,000 Private Placement Warrants                           |  |                         | — |                         |   | —                 |  |             | —         |                      |  
|Stock Compensation Expense                                              |  |                         | — |                         |   | —                 |  |             | —         |                      |  
|Remeasurement of Class
A ordinary shares subject to possible redemption |  |                         | — |                         |   | —                 |  |             | —         |                      |  
|Net
loss                                                                |  |                         | — |                         |   | —                 |  |             | —         |                      |  
|Balance
as of December 31, 2021                                         |  |                         | — |                         | $ | —                 |  |             | 4,312,500 |                      | $



The accompanying notes
are an integral part of these financial statements.





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AP ACQUISITION CORP.

STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM APRIL 22, 2021 (INCEPTION) THROUGH DECEMBER 31, 2021



|Cash flows from operating activities:                                                       |  |   |             
|------------------------------------------------------------------------------------------- |  | - | ------------
|Net loss                                                                                    |  | $ | (53,480     
|Adjustments to reconcile net loss to net cash used in operating activities:                 |  |   |             
|Interest earned on cash held in Trust Account                                               |  |   | (249        
|Formation costs paid by related party                                                       |  |   | 7,127       
|Compensation expense                                                                        |  |   | 16,572      
|Changes in operating assets and liabilities:                                                |  |   |             
|Prepaid assets                                                                              |  |   | (309,866    
|Due to related party                                                                        |  |   | 5,333       
|Accounts payable and accrued expenses                                                       |  |   | 307,675     
|Net cash used in operating activities                                                       |  |   | (26,888     
|                                                                                            |  |   |             
|Cash flows from investing activities:                                                       |  |   |             
|Investments held in Trust Account                                                           |  |   | (177,675,000
|Net cash used in investing activities                                                       |  |   | (177,675,000
|                                                                                            |  |   |             
|Cash flows from financing activities:                                                       |  |   |             
|Proceeds from sale of Units, net of underwriters’ discount                                  |  |   | 169,050,000 
|Proceeds from issuance of Private Placement Warrants                                        |  |   | 10,625,000  
|Proceeds from issuance of promissory note                                                   |  |   | 142,882     
|Payment of Promissory Note-related party                                                    |  |   | (142,882    
|Payment of deferred offering costs                                                          |  |   | (900,977    
|Net cash provided by financing activities                                                   |  |   | 178,774,023 
|                                                                                            |  |   |             
|Net change in cash                                                                          |  |   | 1,072,135   
|Cash, beginning of the period                                                               |  |   | -           
|Cash, end of period                                                                         |  | $ | 1,072,135   
|Non-cash investing and financing transactions:                                              |  |   |             
|Deferred underwriters’ discount charged to additional paid-in capital                       |  | $ | 6,037,500   
|Class A ordinary share subject to redemption                                                |  | $ | 172,500,000 
|Rameasurement of Class A common stock subject to redeemption                                |  | $ | 5,175,249   
|Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares |  | $ | 17,873      
|Deferred offering costs included in accrued offerings costs and expenses                    |  | $ | 68,072      



The accompanying notes
are an integral part of these financial statements.





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AP ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENT



Note 1 - Organization, Business Operation



AP Acquisition Corp. (the “Company”)
was incorporated as a Cayman Islands exempted company on April 22, 2021. The Company was incorporated for the purpose of effecting a merger,
share exchange, asset acquisition, share purchase, reorganization or similar Business Combination with one or more businesses (the “Business
Combination”). The Company has not selected any Business Combination target and the Company has not, nor has anyone on its behalf,
initiated any substantive discussions, directly or indirectly, with any Business Combination target. The Company will not be limited to
a particular industry or geographic region in its identification and acquisition of a target company, except that the Company will not
complete the initial Business Combination with a target that is headquartered China (including Hong Kong and Macau) or conducts a majority
of its business in China (including Hong Kong and Macau).



As of December 31, 2021, the Company had not
commenced any operations. All activity for the period from April 22, 2021 (inception) through December 31, 2021 relates to the
Company’s formation and the initial public offering (“IPO”), identifying
atarget company for a Business Combination and proceeding to complete the Business Combination.. The Company will not
generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will
generate non-operating income in the form of interest income from the proceeds derived from the IPO. The Company has selected
December 31 as its fiscal year end.



The Company’s sponsor is AP Sponsor LLC,
a Cayman Islands limited liability company (the “Sponsor”).



The registration statement for the Company’s
IPO was declared effective on December 16, 2021 (the “Effective Date”). On December 21, 2021, the Company consummated the
IPO of 17,250,000 units at $10.00 per unit (the “Unit”), including the issuance of 2,250,000 units as a result of the underwriters’
full exercise of the over-allotment option, generating gross proceeds to the Company of $172,500,000. Each Unit consists of one Class
A ordinary share and one-half of one redeemable warrant (the “Public Warrants”). Each whole public warrant will entitle the
holder to purchase one share of Class A ordinary shares at an exercise price of $11.50 per whole share, subject to adjustment.



Simultaneously with the consummation of the IPO,
the Company consummated the sale of 10,625,000 warrants (the “Private Placement Warrants”), each exercisable to purchase one
Class A ordinary share at $11.50 per share, at a price of $1.00 per Private Placement Warrant in a private placement to the Sponsor, generating
gross proceeds to the Company of $10,625,000.



Transaction costs amounted to $10,474,423 consisting
of $3,450,000 of underwriting commissions, $6,037,500 of deferred underwriting commissions, and $986,923 of other offering costs.



The Company must complete one or more initial
Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (as defined below)
(excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of signing
a definitive agreement in connection with the initial Business Combination. However, the Company will complete the initial Business Combination
only if the post-Business Combination company in which its public shareholders own shares will own or acquire 50% or more of the outstanding
voting securities of the target or is otherwise not required to register as an investment company under the Investment Company Act (the
 “Investment Company Act”). There is no assurance that the Company will be able to complete a Business Combination successfully.





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Upon the closing of the IPO on December 21, 2021,
$177,675,000 (10.30 per Unit sold in the IPO), including the proceeds of the Private Placement Warrants, was held in a trust account (“
Trust Account”) and may only be invested in United States “government securities” within the meaning of Section 2(a)(16)
of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a
7 promulgated under the Investment Company Act that invest only in direct U.S. government treasury obligations. Except with respect to
interest earned on the funds held in the Trust Account that may be released to the Company to pay its income taxes, if any, the Company’s
amended and restated memorandum and articles of association, as discussed below and subject to the requirements of law and regulation,
will provide that the proceeds from the IPO and the sale of the Private Placement Warrants held in the Trust Account will not be released
from the Trust Account (1) to the Company, until the completion of the initial Business Combination, or (2) to the Company’s public
shareholders, until the earliest of (a) the completion of the initial Business Combination, and then only in connection with those Class
A ordinary shares that such shareholders properly elected to redeem, subject to the limitations described herein, (b) the redemption of
any public shares properly tendered in connection with a shareholder vote to amend the Company’s amended and restated memorandum
and articles of association (A) to modify the substance or timing of the Company’s obligation to provide holders of the Class A
ordinary shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of the public
shares if the Company does not complete the initial Business Combination within 24 months from the closing of the IPO (the “Combination
Period”) or (B) with respect to any other provision relating to the rights of holders of the Class A ordinary shares, and (c) the
redemption of the Company’s public shares if the Company has not consummated the initial Business Combination within Combination
Period , subject to applicable law. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote
described in clause (b) in the preceding sentence shall not be entitled to funds from the Trust Account upon the subsequent completion
of an initial Business Combination or liquidation if the Company has not consummated an initial Business Combination within Combination
Period, with respect to such Class A ordinary shares so redeemed. The proceeds deposited in the Trust Account could become subject to
the claims of the Company’s creditors, if any, which could have priority over the claims of its public shareholders.



The Company will provide its public shareholders
with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of the initial Business Combination
either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision
as to whether the Company will seek shareholder approval of a proposed Business Combination or conduct a tender offer will be made by
the Company, solely in its 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 the Company to seek shareholder approval under applicable law or stock exchange listing requirement.



The Company will provide its public shareholders
with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of the initial Business Combination
at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business
days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account and
not previously released to the Company to pay its income taxes, if any (less up to $100,000 of interest to pay dissolution expenses),
divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the Trust Account
is initially anticipated to be $10.00 per public share. The per share amount the Company will distribute to investors who properly redeem
their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter.



The Class A ordinary share subject to redemption
are recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Financial Accounting
Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities
from Equity.”



The Company will have 18 months from the closing
of the IPO or during any one of the two permitted extended three-month periods in which the Company has to consummate a Business Combination
beyond the aforementioned period by resolution of the Company’s board if requested by the Company’s Sponsor (an “Extension
Period”), with each invocation of extension requiring depositing an additional $0.10 per public share in the trust account. If the
Company has not consummated the initial Business Combination within the Combination Period, the Company will: (i) cease all operations
except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the
public shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest
earned on the funds held in the Trust Account and not previously released to the Company to pay its income taxes, if any (less up to $100,000
of interest to pay dissolution expenses), divided by the number of the then outstanding public shares, which redemption will completely
extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any);
and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders
and its board of directors, liquidate and dissolve, subject in each case to the Company’s 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 the Company’s warrants, which will expire worthless if the Company fails to consummate an initial Business Combination
within Combination Period.





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The Sponsor and each member of the Company’s
management team have entered into an agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights
with respect to their Founder Shares and public shares in connection with the initial Business Combination, (ii) waive their redemption
rights with respect to their Founder Shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s
amended and restated memorandum and articles of association (A) that would modify the substance or timing of the Company obligation to
provide holders of its Class A ordinary shares the right to have their shares redeemed in connection with the initial Business Combination
or to redeem 100% of the Company public shares if the Company does not complete the initial Business Combination within Combination Period
or (B) with respect to any other provision relating to the rights of holders of the Company’s Class A ordinary shares and (iii)
waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if the Company fails
to consummate an initial Business Combination within Combination Period (although they will be entitled to liquidating distributions from
the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within
the prescribed timeframe).



The Sponsor has agreed that it will be liable
to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company (other than the
Company’s independent registered public accounting firm), or a prospective target business with which the Company has discussed
entering into a transaction agreement, reduce the amounts in the Trust Account to below the lesser of (i) $10.00 per public share and
(ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account if less than
$10.00 per public share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to
pay the Company’s tax obligations, provided that such liability will not apply to any claims by a third party or prospective target
business that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s
indemnity of the underwriter of the IPO 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, the Sponsor will not be responsible to the extent of any liability
for such third-party claims. However, The Company has not asked the Sponsor to reserve for such indemnification obligations, nor have
the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believe
that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure you that the Sponsor would be
able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties
including, without limitation, claims by vendors and prospective target businesses.



Liquidity and Capital Resources



As of December 31, 2021, the Company had cash
of $1,072,135 and a working capital of $859,887.



The Company’s liquidity needs up to December
31, 2021 had been satisfied through a payment from the Sponsor of $25,000 (see Note 5) for the founder shares to cover certain offering
costs and the loan under an unsecured promissory note from the Sponsor of $142,882, which was paid in full on December 21, 2021 (see Note
5). In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, initial shareholders, officers,
directors or their affiliates may, but are not obligated to, provide the Company Working Capital Loans, as defined below (see Note 5).
As of December 31, 2021, there were no amounts outstanding under any Working Capital Loans.



Based on the foregoing, management believes that
the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a
Business Combination or one year from this filing. Over this time period, the Company will use these funds to pay existing accounts payable,
identify and evaluate prospective initial Business Combination candidates, perform due diligence on prospective target businesses, pay
for travel expenditures, select the target business to merge with or acquire, and structure, negotiate and consummate the Business Combination.





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Risks and Uncertainties



Management is currently evaluating the impact
of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s
financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of
the date of the financial statement. The financial statement does not include any adjustments that might result from the outcome of this
uncertainty.



Note 2 - Significant Accounting
Policies Basis of Presentation



Basis of Presentation



The accompanying financial statements is presented
in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the
rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”).



Emerging Growth Company Status



The Company is an “emerging growth company,”
as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”),
and it may 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 its periodic reports and
proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder
approval of any golden parachute payments not previously approved.



Further, Section 102(b)(1) of the JOBS Act exempts
emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that
is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered
under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company
can elect to opt out of the extended transition period and comply with the requirements that apply to non- emerging growth companies but
any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that
when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging
growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison
of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth
company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting
standards used.



Use of Estimates



The preparation of financial statement in conformity
with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the financial statement and the reported amounts of expenses during the reporting
period. Actual results could differ from those estimates.



Cash and Cash Equivalents



The Company considers all short-term investments
with an original maturity of three months or less when purchased to be cash equivalents. The Company had $1,072,135 in cash as of December
31, 2021. The Company did not have any cash equivalents as of December 31, 2021.





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Investments Held in Trust Account



As of December 31, 2021, the assets held in the
Trust Account was held in trading securities. The Company’s portfolio of investments held in the Trust Account is comprised of 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, investments in money market funds that invest in U.S. government securities, cash, or a combination thereof. The Company’s
investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at
fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included
in gain on Investments Held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held
in the Trust Account are determined using available market information.



At December 31, 2021, the Company had $177,675,249
held in the Trust Account, including $249 dividend earned on marketable securities held in Trust Account.



Concentration of Credit Risk



Financial instruments that potentially subject
the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal
Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company
is not exposed to significant risks on such accounts.



Fair Value of Financial Instruments



The fair value of the Company’s assets and
liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates
the carrying amounts represented in the balance sheet, primarily due to its short-term nature.



Fair value is defined as the price that would
be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement
date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives
the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the
lowest priority to unobservable inputs (Level 3 measurements). The Company’s financial instruments are classified as either Level
1, Level 2 or Level 3. These tiers include:



• Level 1, defined as observable inputs such
as quoted prices (unadjusted) for identical instruments in active markets;



• Level 2, defined as inputs other than quoted
prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets
or quoted prices for identical or similar instruments in markets that are not active; and



• Level 3, defined as unobservable inputs
in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from
valuation techniques in which one or more significant inputs or significant value drivers are unobservable.



Warrants



The Company accounts for warrants as either equity-classified
or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance
in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing
Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers
whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480,
and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed
to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement”
in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires
the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while
the warrants are outstanding.





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For issued or modified warrants that meet all
of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance.
As the Company’s warrants meet all of the criteria for equity classification, so the Company classified each warrant as its own
equity.



Income Taxes



The Company accounts for income taxes under FASB
ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for
both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future
tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established
when it is more likely than not that all or a portion of deferred tax assets will not be realized.



FASB ASC 740 prescribes a recognition threshold
and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in
a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing
authorities. There were no unrecognized tax benefits as of December 31, 2021. The Company’s management determined that the Cayman
Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized
tax benefits as income tax expense. As of December 31, 2021, there were no unrecognized tax benefits and no amounts were accrued for the
payment of interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments,
accruals or material deviation from its position.



There is currently no taxation imposed on income
by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company.
Consequently, income taxes are not reflected in the Company’s financial statement.



Class A Ordinary Shares Subject to Possible
Redemption



The Company accounts for its ordinary shares subject
to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary
shares subject to mandatory redemption (if any) are classified as a liability instrument and measured at fair value. Conditionally redeemable
ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject
to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity.
At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature
certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain
future events. Accordingly, 17,250,000 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary
equity, outside of the shareholders’ equity section of the Company’s balance sheet.



The Company recognizes changes in redemption value
immediately as they occur and adjusts the carrying value of Class A ordinary shares to equal the redemption value at the end of each reporting
period. Increases or decreases in the carrying amount of redeemable Class A ordinary shares are affected by charges against additional
paid in capital and accumulated deficit.



As of December 31, 2021, the amount of Class A
ordinary shares reflected on the balance sheet are reconciled in the following table:

|                                                       |  | December 31, 2021 |            
|------------------------------------------------------ |  | ----------------- | -----------
|Gross proceeds                                         |  | $                 | 172,500,000
|Less:                                                  |  |                   |            
|Proceeds allocated to Public Warrants                  |  |                   | (7,417,500 
|Class A ordinary shares issuance costs                 |  |                   | (10,024,022
|Plus:                                                  |  |                   |            
|Remeasurement adjustment on redeemable ordinary shares |  | $                 | 22,616,771 
|Class A ordinary shares subject to possible redemption |  | $                 | 177,675,249





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Stock Compensation Expense



The Company accounts for stock-based compensation
expense in accordance with ASC 718, “Compensation - Stock Compensation” (“ASC 718”). Under ASC 718, stock-based
compensation associated with equity-classified awards is measured at fair value upon the grant date and recognized over the requisite
service period. To the extent a stock-based award is subject to a performance condition, the amount of expense recorded in a given period,
if any, reflects an assessment of the probability of achieving such performance condition, with compensation recognized once the event
is deemed probable to occur. Forfeitures are recognized as incurred (see Note 5 for more discussion about the details). The Company has
recognized stock-based compensation expense during the period from December 16, 2021 to December 31, 2021.



Net Loss per Ordinary Share



The Company has two classes of shares, which are
referred to as Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of
shares. The 19,250,000 potential ordinary shares for outstanding warrants to purchase the Company's shares were excluded from diluted
earnings per share for the year ended December 31, 2021 because the warrants are contingently exercisable, and the contingencies have
not yet been met. As a result, diluted net loss per ordinary shares is the same as basic net loss per ordinary shares for the period.
The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for
each class of ordinary shares:



|                                                      |  | For the Period from April 22,
 2021 |        
|----------------------------------------------------- |  | ----------------------------------- | -------
|                                                      |  | (Inception) to December 
31, 2021   |        
|                                                      |  | Class A                             |        
|Basic and diluted net loss per share:                 |  |                                     |        
|Numerator:                                            |  |                                     |        
|Allocation of net loss                                |  | $                                   | (7,896 
|Denominator:                                          |  |                                     |        
|Basic and diluted weighted-average shares outstanding |  |                                     | 747,047
|Basic and diluted net loss per share                  |  | $                                   | (0.01  



Offering Costs associated with the Initial
Public Offering



The Company complies with the requirements of
ASC 340-10-S99-1, SEC Staff Accounting bulletin Topic 5A - “Expenses of Offering”, and SEC Staff Accounting bulletin Topic
5T - “Accounting for Expenses or Liabilities Paid by Principal Stockholder(s)”. Offering costs consist principally of professional
and registration fees incurred through the balance sheet date that are related to the IPO. Offering costs directly attributable to the
issuance of an equity contract to be classified in equity are recorded as a reduction of equity. Offering costs for equity contracts that
are classified as assets and liabilities are expensed immediately. The Company incurred offering costs amounting to $10,474,423 as a result
of the Initial Public Offering consisting of $3,450,000 of underwriting commissions, $6,037,500 of deferred underwriting commissions,
and $986,923 of other offering costs. The Company recorded $ 10,024,022 of offering costs as a reduction of temporary equity in connection
with the Class A ordinary shares included in the Units, with the remaining amount being a reduction to additional paid-in-capital.





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Table of Contents




Recent Accounting Pronouncements



In August 2020, the Financial Accounting Standards
Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other
Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”)
to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial
conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining
to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible
debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings
per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective
January 1, 2024 for the Company and should be applied on a full or modified retrospective basis, with early adoption permitted beginning
on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results
of operations or cash flows.



Management does not believe that any other recently
issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial
statement.



Note 3 - Initial Public Offering



On December 21, 2021, the Company consummated
its IPO of 17,250,000 Units (including 2,250,000 Units purchased by the underwriter as the over- allotment option was fully exercised)
at a price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant (the “Public
Warrant”).



Note 4 - Private Placement



Simultaneously with the closing of the IPO, the
Company’s Sponsor purchased an aggregate of 10,625,000 Private Placement Warrants (including 1,125,000 Warrants as the over- allotment
option was fully exercised) at a price of $1.00 per Private Placement Warrants, for an aggregate purchase price of $10,625,000. The Private
Placement Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) will not be transferable,
assignable or salable until 30 days after the completion of the initial Business Combination (except pursuant to limited exceptions).
The Sponsor, or its permitted transferees, has the option to exercise the Private Placement Warrants on a cashless basis.



Note 5 - Related Party Transactions



Founder Shares



On April 29, 2021, the Sponsor paid $25,000, or
approximately $0.004 per share, to cover certain offering costs in consideration for 5,750,000 Class B ordinary shares, par value $0.0001.



On October 22, 2021, 1,437,500 founder shares
were surrendered to the Company for cancellation for no consideration, resulting in 4,312,500 Class B ordinary shares outstanding. All
share amounts and related information have been retroactively restated to reflect the share surrender. The founder shares include up to
562,500 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter,
so that the initial shareholder collectively owned 20% of the Company’s issued and outstanding ordinary shares after the IPO. As
a result of the underwriters’ election to fully exercise their over-allotment option on December 21, 2021, no Class B ordinary shares
are currently subject to forfeiture.



On November 24, 2021, the Sponsor transferred
an aggregate of 90,000 Class B ordinary shares to the Company’s three independent directors for an aggregate purchase price of $360.
The sale of the Founders Shares to the Company’s independent directors, as described above, is within the scope of FASB ASC Topic
718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified
awards is measured at fair value upon the grant date. The Company used a Monte Carlo Model that values the Founder Shares granted to the
directors. The key inputs into the Monte Carlo simulation model were (i) risk- free interest rate of 0.93%, (ii) volatility of 13.2%,
(iii) estimated term of 2.72 years. According to Monte Carlo simulation, the fair value of the 90,000 shares sold to the Company’s
independent directors was approximately $757,122 or $8.412 per share. The appointment of the Company’s independent directors was
effective upon the IPO’s Effective Date of December 16, 2021. The Founders Shares were effectively sold subject to a performance
condition (i.e., the service period). Compensation expense related to the Founders Shares is recognized according to the service period
before the Business Combination, because if the independent directors resign from the Board prior to completion of the Business Combination
they must forfeit a pro rata portion of the compensation equal to the portion of the term remaining at the time of the resignation, assuming
the Business Combination will be completed two years after the Effective Date. As of December 31, 2021, the independent directors had
not resigned from the Company, so it’s reasonable to recognize the stock-based compensation from December 16, 2021 to December 31,
2021, the amount was approximately $16,572.





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The initial shareholder, executive officers and
directors have agreed not to transfer, assign or sell any of their Founder Shares until the earliest of (A) one year after the completion
of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of the Company’s
Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations,
recapitalizations and the like) for any 20 trading days within any 30 trading day period commencing at least 150 days after the initial
Business Combination, or (y) the date on which the Company complete a liquidation, merger, share exchange or other similar transaction
that results in all of the public shareholders having the right to exchange their Class A ordinary shares for cash, securities or other
property. Any permitted transferees would be subject to the same restrictions and other agreements of the initial shareholder with respect
to any Founder Shares.



Promissory Note - Related Party



On April 29, 2021, the Sponsor agreed to loan
the Company up to $300,000 to be used for a portion of the expenses of the IPO. These loans are non-interest bearing, unsecured and are
due at the earlier of September 30, 2021 or the closing of the IPO. On September 14, 2021, the Sponsor and the Company signed off an amendment
to the Promissory Note, and the loans are due at the earlier of March 31, 2022 or the closing of the IPO. On December 21, 2021, the outstanding
balance of $142,882 was fully repaid. As of December 31, 2021, the Company had no borrowings under the Promissory Note.



Working Capital Loans



In order to finance transaction costs in connection
with an intended Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors
may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes
the initial Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to
the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that the
initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay
the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of
such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant at
the option of the lender. The warrants would be identical to the Private Placement Warrants. As of December 31, 2021, the Company had
no borrowings under the Working Capital Loans.



Administrative Services Agreement



Commencing on December 16, 2021 through the earlier
of consummation of the initial Business Combination and the liquidation, the Company has agreed to pay the Sponsor a total of $10,000
per month for office space, secretarial and administrative support and to reimburse the Sponsor for any out-of-pocket expenses related
to identifying, investigating and completing an initial Business Combination. As of December 31, 2021, the Company accrued $5,333 under
the Administrative Services Agreement, which is included in due to related party on the accompanying balance sheet.



Note 6 - Commitments & Contingencies



Registration and Shareholder Rights



The holders of the Founder Shares, Private Placement
Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the
exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) will be entitled
to registration rights pursuant to a registration and shareholder rights agreement to be signed prior to or on the effective date of the
IPO. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register
such securities. In addition, the holders have certain “piggy back” registration rights with respect to registration statements
filed subsequent to the Company’s completion of the initial Business Combination. However, the registration and shareholder rights
agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until
termination of the applicable lockup period, which occurs (i) in the case of the Founder Shares, as described in the following paragraph,
and (ii) in the case of the Private Placement Warrants and the respective Class A ordinary shares underlying such warrants, 30 days after
the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such
registration statements.





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Table of Contents




Except as described herein, the Company’s
initial shareholder, executive officers and directors have agreed not to transfer, assign or sell their Founder Shares until the earliest
of (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if
the closing price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions,
share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 trading day period commencing
at least 150 days after the initial Business Combination, or (y) the date on which the Company complete a liquidation, merger, share exchange
or other similar transaction that results in all of the public shareholders having the right to exchange their Class A ordinary shares
for cash, securities or other property. Any permitted transferees would be subject to the same restrictions and other agreements of the
initial shareholder with respect to any Founder Shares. The Company refers to such transfer restrictions throughout this prospectus as
the lock up.



In addition, pursuant to the registration and
shareholder rights agreement, the Sponsor, upon and following consummation of an initial Business Combination, will be entitled to nominate
three individuals for appointment to the Company’s board of directors, as long as the Sponsor holds any securities covered by the
registration and shareholder rights agreement.



Underwriting Agreement



The Company granted the underwriter a 45-day option
from the date of the IPO to purchase up to an additional 2,250,000 units to cover over-allotments, if any. On December 21, 2021, the underwriter
fully exercised its over-allotment option.



On December 21, 2021, the Company paid a cash
underwriting commission of two percent (2%) of the gross proceeds of the IPO, or $3,450,000. Additionally, the underwriter is entitled
to a deferred underwriting discount of 3.5% of the gross proceeds of the IPO, or $6,037,500 in aggregate, upon the completion of the Company’s
initial Business Combination.



Note 7 - Shareholders’
Equity



Preference shares - The Company is authorized
to issue 5,000,000 preference shares with a par value of $0.0001 and with such designations, voting and other rights and preferences as
may be determined from time to time by the Company’s board of directors. As of December 31, 2021, there were no preference shares
issued or outstanding.



Class A ordinary shares - The Company
is authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001 per share. As of December 31, 2021, there were
no Class A ordinary shares issued or outstanding, excluding 17,250,000 Class A ordinary shares subject to possible redemption.



Class B ordinary shares- The Company
is authorized to issue 50,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders are entitled to one vote for
each share of Class B ordinary shares. On April 29, 2021, the Sponsor paid $25,000, or approximately $0.004 per share, to cover certain
offering costs in consideration for 5,750,000 Class B ordinary shares, par value $0.0001.



On October 22, 2021, 1,437,500 founder shares
were surrendered to the Company for cancellation for no consideration, resulting in 4,312,500 Class B ordinary shares outstanding. All
share amounts and related information have been retroactively restated to reflect the share surrender. The founder shares include up to
562,500 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter,
so that the initial shareholder collectively owned 20% of the Company’s issued and outstanding ordinary shares after the IPO. As
a result of the underwriters’ election to fully exercise their over-allotment option on December 21, 2021, no Class B ordinary shares
are currently subject to forfeiture.





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Table of Contents




Holders of Class A ordinary shares and holders
of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders
except as required by law. Prior to the initial Business Combination, only holders of the Founder Shares will have the right to vote on
the election of directors. Holders of the public shares will not be entitled to vote on the appointment of directors during such time.
In addition, prior to the completion of an initial Business Combination, holders of a majority of the Founder Shares may remove a member
of the board of directors for any reason.



The Founder Shares will automatically convert
into Class A ordinary shares (which such Class A ordinary shares issued upon conversion will not have redemption rights or be entitled
to liquidating distributions from the Trust Account if the Company does not consummate an initial Business Combination) at the time of
the initial Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares
issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as converted basis, 20% of the sum of (i) the total
number of ordinary shares issued and outstanding upon the completion of the IPO , plus (ii) the total number of Class A ordinary shares
issued, deemed issued or issuable upon conversion or exercise of any equity linked securities or rights issued or deemed issued, by the
Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares
or equity linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued or to be issued to any seller
in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, its affiliates or any member of the Company’s
management team upon conversion of Working Capital Loans (unless the holders of a majority of the issued and outstanding Class B ordinary
shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance). In no event will the Class
B ordinary shares convert into Class A ordinary shares at a rate of less than one to one.



Warrants



As
of December 31, 2021, there were 8,625,000 Public Warrants and 10,625,000 Private Placement Warrants outstanding.Each
whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed
herein. In addition, if (i) the Company issues additional Class A ordinary shares or equity linked securities for capital raising purposes
in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class
A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors
and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor
or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (ii) the aggregate gross proceeds from
such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business
Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (iii) the volume weighted average
trading price of the Company’s Class A ordinary shares during the 20 trading day period starting on the trading day prior to the
day on which the Company consummate the initial Business Combination (such price, the “Market Value”) is below $9.20 per share,
the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the
Newly Issued Price, the $18.00 per share redemption trigger price described adjacent to “Redemption of warrants when the price per
Class A ordinary share equals or exceeds $18.00” and “Redemption of warrants when the price per Class A ordinary share equals
or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued
Price, and the $10.00 per share redemption trigger price described adjacent to the caption “Redemption of warrants when the price
per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market
Value and the Newly Issued Price.



The warrants will become exercisable on the later
of 30 days after the completion of the Company’s initial Business Combination and 12 months from the closing of the IPO, and will
expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier
upon redemption or liquidation.





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Table of Contents




The Company has agreed that as soon as practicable,
but in no event later than 30 business days after the closing of the initial Business Combination, the Company will use its commercially
reasonable efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants,
and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing
of the initial Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating
to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement, provided that, if the
Company’s Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such
that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at
its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with
Section 3(a)(9) of the Securities Act and, in the event the Company so elect, The Company will not be required to file or maintain in
effect a registration statement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants
is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time
as there is an effective registration statement and during any period when the Company will has failed to maintain an effective registration
statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption,
but the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent
an exemption is not available.



Redemption of warrants when the price per Class
A ordinary share equals or exceeds $18.00.



Once the warrants become exercisable, the Company
may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants):



• in whole and not in part;



• at a price of $0.01 per warrant;



• upon a minimum of 30 days’ prior
written notice of redemption, which the Company refers to as the “30-day redemption period;” and



• if, and only if, the last reported sale
price (the “closing price”) of the Company’s Class A ordinary shares equals or exceeds $18.00 per share (as adjusted
for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description
of Securities - Warrants - Public Shareholders’ Warrants”) for any 20 trading days within a 30 trading day period ending on
the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.



if the closing price of the Class A ordinary shares
for any 20 trading days within a 30 trading day period ending on the third trading day prior to the date on which the Company sends the
notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable
upon exercise or the exercise price of a warrant as described under the heading “Description of Securities - Warrants - Public Shareholders’
Warrants - Anti dilution Adjustments”), the Private Placement Warrants must also be concurrently called for redemption on the same
terms as the outstanding public warrants, as described above.



Note 8—Recurring Fair Value Measurements



As of December 31, 2021, investment securities
in the Company’s Trust Account consisted of a treasury securities fund in the amount of $177,675,249 which was held as money
market funds. The following table presents information about the Company’s assets and liabilities that were measured at fair
value on a recurring basis as of December 31, 2021, and indicates the fair value hierarchy of the valuation techniques the Company utilized
to determine such fair value.





|                                                      |  |          |             |  |               |   |             | Significant |  |   | Significant  | 
|----------------------------------------------------- |  | -------- | ----------- |  | ------------- | - | ----------- | ----------- |  | - | ------------ | 
|                                                      |  |          |             |  | Quoted Prices |   |             | Other       |  |   | Other        | 
|                                                      |  | Value    |             |  | in Active     |   |             | Observable  |  |   | Unobservable | 
|                                                      |  | Carrying |             |  | Markets       |   |             | Inputs      |  |   | Inputs       | 
|                                                      |  | Value    |             |  | (Level 1)     |   |             | (Level 2)   |  |   | (Level 3)    | 
|Assets:                                               |  |          |             |  |               |   |             |             |  |   |              | 
|Investments held in Trust Account – Money Market Fund |  | $        | 177,675,249 |  |               | $ | 177,675,249 |             |  | $ | -            | 
|                                                      |  | $        | 177,675,249 |  |               | $ | 177,675,249 |             |  | $ | -            | 



Note 9 - Subsequent Events



The Company evaluated subsequent events and transactions
that occurred after the balance sheet date up to the date that the financial statements were issued. Based on this review, the Company
did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.





F-18