Yorkville Acquisition Corp Class A (MCGA) Risk Analysis

A significant number of CRO may be concentrated in relatively few wallets. Additionally, a significant portion of CRO tokens will be held in wallets controlled by the Combined Company. Any decision by the Combined Company or other holder of a significant amount of CRO to sell, transfer, or otherwise dispose of a substantial amount CRO could materially and adversely affect the liquidity and market price of CRO. Moreover, it is possible that other persons or entities control multiple wallets that collectively hold a significant number of CRO, even if they individually only hold a small amount, and it is possible that some of these wallets are controlled by the same person or entity. As a result of this concentration of ownership, large sales or distributions by such holders could have an adverse effect on the market price of CRO.

The governance of decentralized networks, such as the Cronos network, is voluntary, decentralized and based on open participation by validators, delegators and community contributors. As a result, there may be a lack of consensus or clarity on the governance of any particular decentralized digital asset network, which may stymie such network's utility and ability to grow and face challenges. For example, the Cronos network does not have a central authority that unilaterally determines or enforces network-wide decisions. Instead, protocol upgrades and parameter changes are implemented through on-chain proposals and validator voting, with outcomes determined by stake-weighted consensus. If a significant majority of users and validators adopt amendments to a decentralized network based on the proposals of such core developers or holders, such network will be subject to new protocols that may adversely affect the value of the relevant digital asset. As a result of the foregoing, it may be difficult to find solutions or marshal sufficient effort to overcome any future problems, especially long-term problems, on digital asset networks.

The blockchain infrastructure could be used by certain market participants to exploit arbitrage opportunities through schemes such as front-running, spoofing, pump-and-dump and fraud across different systems, platforms or geographic locations. As a result of reduced oversight, these schemes may be more prevalent in digital asset markets than in the general market for financial products. The SEC has identified possible sources of fraud and manipulation in the digital asset markets generally, including, among others (1) "wash trading"; (2) persons with a dominant position in a digital asset manipulating the digital asset's pricing; (3) hacking of the digital asset's network and trading platforms; (4) malicious control of the digital asset network; (5) trading based on material, non-public information (for example, plans of market participants to significantly increase or decrease their holdings in the digital assets, new sources of demand for the digital asset, etc.) or based on the dissemination of false and misleading information; (6) manipulative activity involving purported "stablecoins"; and (7) fraud and manipulation at digital asset trading platforms. The effect of potential market manipulation, front-running, wash-trading, and other fraudulent or manipulative trading practices may inflate the volumes actually present in the digital asset markets and/or cause distortions in price, which could adversely affect the Combined Company or cause losses to its shareholders. In the ordinary course of business managing its CRO holdings as a CRO treasury company, the Combined Company may purchase CRO through spot markets. Over the past several years, some digital asset trading platforms and spot markets have been closed or faced issues due to fraud and manipulative activity, business failure or security breaches. In many of these instances, the customers of such digital asset trading platforms and spot markets were not compensated or made whole for the partial or complete losses of their account balances in such digital asset trading platforms. For instance, in 2022, there were reports claiming that more than half of Bitcoin trading volume on digital asset exchanges was fake. Such reports alleged that certain overseas exchanges have displayed suspicious trading activity suggestive of a variety of manipulative or fraudulent practices. Other academics and market observers have put forth evidence to support claims that manipulative trading activity has occurred on certain Bitcoin exchanges. For example, in a 2017 paper titled "Price Manipulation in the Bitcoin Ecosystem" sponsored by the Interdisciplinary Cyber Research Center at Tel Aviv University, a group of researchers used publicly available trading data, as well as leaked transaction data from a 2014 Mt. Gox security breach, to identify and analyze the impact of "suspicious trading activity" on Mt. Gox between February and November 2013, which, according to the authors, caused the price of Bitcoin to increase from around $150 to more than $1,000 over a two-month period. In August 2017, it was reported that a trader or group of traders nicknamed "Spoofy" was placing large orders on Bitfinex without actually executing them, presumably in order to influence other investors into buying or selling by creating a false appearance that greater demand existed in the market. In December 2017, an anonymous blogger (publishing under the pseudonym Bitfinex'd) cited publicly available trading data to support his or her claim that a trading bot nicknamed "Picasso" was pursuing a paint-the-tape-style manipulation strategy by buying and selling Bitcoin and Bitcoin cash between affiliated accounts in order to create the appearance of substantial trading activity and thereby influence the price of such assets. The potential consequences of a spot market's failure or failure to prevent market manipulation could adversely affect the value of the shares of the Combined Company's Class A Common Stock. Any market abuse, and a loss of investor confidence in CRO, may adversely impact pricing trends in CRO markets broadly, as well as an investment in shares of the Combined Company's Class A Common Stock.

The trading price of the Combined Company's Class A Common Stock following consummation of the Business Combination is likely to be volatile. The stock market has recently experienced and in the future may experience extreme volatility. This volatility has often been unrelated or disproportionate to the operating performance of particular companies. Shareholders may not be able to resell their shares of the Combined Company's Class A Common Stock at an attractive price due to a number of factors such as the following: - the Combined Company's operating and financial performance and prospects;- risk of the Combined Company's credit rating being downgraded;- the Combined Company's quarterly or annual earnings or those of other companies in its industry compared to market expectations;- conditions that impact demand for the Combined Company's future products and/or services;- future announcements concerning the Combined Company's business, its customers' businesses or its competitors' businesses;- the public's reaction to the Combined Company's press releases or other public announcements and filings with the SEC;- the market's reaction to the Combined Company's reduced disclosure and other requirements as a result of being an "emerging growth company" under the JOBS Act;- the size of the Combined Company's public float;- volatility in CRO, the Combined Company's principal asset;- the control by Crypto.com Sub over the Combined Company, which results in the Combined Company being expected to qualify as a "controlled company" under securities exchange rules, and may create conflicts of interest between the Combined Company and Crypto.com Sub;- coverage by or changes in financial estimates by securities analysts or failure to meet their expectations;- market and industry perception of the Combined Company's success, or lack thereof, in pursuing its strategy;- strategic actions by the Combined Company or its competitors, such as acquisitions or restructurings;- changes in laws or regulations which adversely affect the Combined Company's industry or the Combined Company;- privacy and data protection laws, privacy or data breaches, or the loss of data;- changes in the Combined Company's accounting standards, policies, guidance, interpretations or principles;- changes in the Combined Company's senior management or key personnel;- issuances, exchanges or sales, or expected issuances, exchanges or sales of the Combined Company's Class A Common Stock;- changes in the Combined Company's dividend policy;- the lack of voting rights;- failure by the Combined Company to comply with regulatory requirements, including those related to governance and control requirements in particular jurisdictions, international sanctions or a change in regulations or enforcement policies that adversely affects the Combined Company's operations;- adverse resolution of new or pending investigation, regulatory action or litigation against the Combined Company; and - changes in general market, economic and political conditions in the United States and other global economies or financial markets, including those resulting from inflation and related monetary policy in response to inflation, natural disasters, terrorist attacks, acts of war and responses to such events. Broad market and industry factors may materially reduce the market price of the Combined Company's Class A Common Stock, regardless of the Combined Company's operating performance. In addition, price volatility may be greater if the public float and trading volume of the Combined Company's Class A Common Stock is low. As a result, shareholders may suffer a loss on their investments. The Combined Company's share price may be exposed to additional risks because the Combined Company's business will change through a "de-SPAC" transaction. There has been increased focus by government agencies on such transactions, and we expect that increased focus to continue. The Combined Company may be subject to increased scrutiny by the SEC and other government agencies on holders of the Combined Company securities as a result, which could adversely affect the price of the Combined Company's Class A Common Stock.

The Combined Company may obtain additional financing and may issue additional shares and/or offer debt or other equity securities, including senior or subordinated notes, debt securities convertible into equity and/or shares of preferred stock. Issuing additional shares of the Combined Company's Class A Common Stock, other equity securities, and/or securities convertible into equity may dilute the economic and voting rights of the Combined Company's existing shareholders, reduce the market price of outstanding shares of the Combined Company's Class A Common Stock, or both. Securities convertible into equity could be subject to adjustments in the conversion ratio, pursuant to which certain events may increase the number of equity securities issuable upon conversion. Shares of preferred stock could have a preference with respect to liquidating distributions or a preference with respect to dividend payments that could further limit the Combined Company's ability to pay dividends to the holders of the Combined Company's Class A Common Stock. The potential issuance of additional securities may delay or prevent a change in control of the Combined Company, discourage bids for its securities at a premium to the market price, and materially and adversely affect the market price and the voting and other rights of the holders of its securities, including the Combined Company's Class A Common Stock. The Combined Company's decision to issue securities in any future offering will depend on market conditions and other factors beyond its control, which may adversely affect the amount, timing or nature of its future offerings. As a result, holders of the Combined Company's Class A Common Stock bear the risk that the Combined Company's future offerings and exercise of any options under any stock option plans that the Combined Company may implement may reduce the market price of the Combined Company's Class A Common Stock and dilute their percentage ownership.

After the consummation of the Business Combination and subject to certain exceptions, the Combined Company's Class A Common Stock held or acquired by the Sponsor, the Sellers and certain other parties will be locked-up and subject to transfer restrictions, as described below, subject to certain exceptions. However, following the expiration of such lock-up, the Sponsor and the Sellers will not be restricted from selling the Combined Company's Class A Common Stock held by them, other than by applicable securities laws. Upon completion of the Business Combination and assuming that none of our Class A Ordinary Shares are redeemed in connection with the Business Combination and based on the other assumptions included elsewhere in this proxy statement/prospectus, the Sellers and the Sponsor will collectively beneficially own approximately 88.08% of the outstanding shares of the Combined Company's Common Stock at Closing. Assuming a maximum redemption of 17,250,000 of our Class A Ordinary Shares in connection with the Business Combination, and based on the other assumptions included elsewhere in this proxy statement/prospectus, in the aggregate, the ownership of the Sponsor and the Sellers would rise to 99.90% of the outstanding shares of the Combined Company's Common Stock at Closing. These scenarios assume that no shares of the Combined Company's Class A Common Stock are issued and outstanding under the Combined Company's proposed equity incentive plan (the "Equity Incentive Plan"). At the closing of the proposed Business Combination, the Sponsor, TMTG, Crypto.com Sub, the Company and certain other holders named therein will amend and restate the existing registration rights agreement dated June 26, 2025 between the Sponsor and the Company (the "Amended and Restated Registration Rights Agreement"). Pursuant to the Amended and Restated Registration Rights Agreement, the Combined Company will agree to register for resale, pursuant to Rule 415 under the Securities Act, shares of the Combined Company's Class A Common Stock that are held by the Sponsor, the Sellers and certain other parties. Pursuant to the Amended and Restated Registration Rights Agreement, certain of the parties thereto will have customary registration rights, including demand and piggy-back rights, subject to certain requirements and customary conditions. We estimate that up to an aggregate of 121,041,877 shares of the Combined Company's Class A Common Stock will be subject to registration rights pursuant to the Amended and Restated Registration Rights Agreement immediately following the Closing, representing approximately 82% of the total issued and outstanding shares of the Combined Company's Class A Common Stock following the consummation of the Business Combination, excluding the impact of the Forced Exercise Warrants and the second and third Earnout Warrants and assuming, among other things, that neither the Company nor the Combined Company enter into an additional financing arrangements after the date hereof and prior to Closing, that none of our existing shareholders exercise redemption rights with respect to their public shares upon consummation of the Business Combination, that there are no dissenting Company shareholders, that the Sellers consummate their respective contributions to us as and when required under the Contribution Agreements, that all our Units are immediately exchanged into shares of the Combined Company's Class A Common Stock, that the closing price of our Class A Ordinary Shares is $10.00, and that no shares of the Combined Company's Class A Common Stock are issued pursuant to the Equity Incentive Plan. As restrictions on resale end and registration statements (filed after the Closing to provide for the resale of such shares from time to time) are available for use, the sale or possibility of sale of these shares could have the effect of increasing the volatility in the market price of the Combined Company's Class A Common Stock and the market price of the Combined Company's Class A Common Stock could decline if the holders of currently restricted shares sell them or are perceived by the market as intending to sell them.

The proposed bylaws for the Combined Company (the "Proposed Bylaws") provide that unless the Combined Company consents in writing to the selection of an alternative forum, the sole and exclusive forum for any dispute, controversy, or claim that qualifies as an Internal Corporate Claim under Section 607.0208(4) of the Florida Business Corporation Act (the "FBCA") and that cannot be required to be arbitrated under Section 607.0208(3) of the FBCA must be brought exclusively in a federal court located in Miami-Dade County, Florida, (or, if such court does not have jurisdiction, any Florida state court located in Miami-Dade County). Any (i) other dispute, controversy, or claim arising out of or relating to the proposed articles of incorporation for the Combined Company (the "Proposed Articles of Incorporation") or the Proposed Bylaws, or any breach, termination, or the validity thereof, (ii) dispute, controversy, or claim arising out of the purchase or sale of a security brought under the laws of the United States, including the Securities Act, the Exchange Act, or the Trust Indenture Act, and any claim accompanying any such claim, and (iii) other dispute, controversy, or claim arising out of the purchase or sale of a security brought under any statute, common law, or regulation of any state or the United States, or any agency thereof, including, in each case, the applicable rules and regulations promulgated thereunder, and any claim accompanying any such claim (each a "Dispute"), are subject to separate arbitration provisions as detailed in the Bylaws and Articles of Incorporation and must be submitted exclusively to confidential, binding and final arbitration as provided in those separate arbitration provisions; provided, however, that any action (w) to compel arbitration, (x) to resolve any question of the arbitrator's jurisdiction or the existence, scope or validity of this arbitration agreement or the arbitrability of any claim, (y) for interim or provisional remedies in aid of arbitration, and (z) with respect to any Dispute for which it has been determined that the arbitration of such Dispute is invalid, illegal or unenforceable, must further be brought exclusively in a federal court located in Miami-Dade County, Florida, (or, if such court does not have jurisdiction, any Florida state court located in Miami-Dade County) notwithstanding and without limiting the validity, legality or enforceability of this agreement to arbitrate in any other action or Dispute. The exclusive forum provision in the Proposed Bylaws may limit a shareholder's ability to bring a claim in a judicial forum that it finds favorable for disputes with the Combined Company or the Combined Company's directors, officers, employees or agents, or could result in increased costs for a shareholder to bring a claim, particularly if they do not reside in or near Florida, both of which may discourage the filing of lawsuits with respect to such claims. Alternatively, if a court were to find the exclusive forum provision contained in the Proposed Bylaws to be inapplicable or unenforceable in an action, the Combined Company may incur additional costs associated with resolving such actions in other jurisdictions, which could adversely affect the Combined Company's business, operating results and financial condition.

Upon the closing of the Business Combination, the Sellers will beneficially own a significant portion of the Combined Company's Common Stock. Further, each share of the Combined Company's Class B Common Stock will have the right to one hundred (100) votes per share and all shares of the Combined Company's Class B Common Stock will be owned by Crypto.com Sub1. For so long as Crypto.com Sub holds a significant portion of the voting interests of the Combined Company through its ownership of the Combined Company's Class B Common Stock, it will have the ability to significantly influence decision-making with respect to the Combined Company's business direction and policies. The shares of the Combined Company's Class B Common Stock will convert to shares of the Combined Company's Class A Common Stock on a one-to-one basis, upon written notice or any transfer of shares of the Combined Company's Class A Common Stock by Crypto.com Sub to any third party (other than its affiliates). Transfers of shares of the Combined Company's Class A Common Stock held by the Sellers and the Sponsor will be subject to the provisions of the Lock-Up Agreements, pursuant to which the Sellers and the Sponsor will agree not to, subject to certain exceptions, transfer their shares of the Combined Company's Class A Common Stock until the earlier of (i) the 12-month period ending on the first anniversary of the closing of the Business Combination and (ii) the date on which the Combined Company consummates a liquidation, merger, capital stock exchange, reorganization or other similar transaction after the closing of the Business Combination which results in all of the Combined Company's shareholders having the right to exchange their shares of the Combined Company's stock for cash, securities or other property. The Sellers are also entitled to board designation rights and Crypto.com Sub has the exclusive right to designate and appoint the Chief Executive Officer of the Combined Company. Matters over which the Sellers may individually, directly or indirectly, exercise significant influence following the closing of the Business Combination include: (i) the election of the directors on the Combined Company Board and, in the case of Crypto.com Sub, the appointment of the Combined Company's Chief Executive Officer; (ii) business combinations and other merger transactions requiring shareholder approval, including proposed transactions that would result in the Combined Company's shareholders receiving a premium price for their shares; (iii) amendments to the Combined Company's organizational documents, and (iv) increases or decreases in the size of the Combined Company Board. Such concentrated control may prevent or discourage unsolicited acquisition proposals or offers for the Combined Company's Class A Common Stock that you may feel are in your best interest as one of the Combined Company's shareholders. As a result, such concentrated control may adversely affect the market price of the Combined Company's Class A Common Stock.

At closing of the Business Combination, Crypto.com Sub will own all of the outstanding the Combined Company's Class B Common Stock. As a result, Crypto.com Sub will have the ability to exercise control over certain decisions requiring shareholder approval, including the election of directors, amendments to the Combined Company's organizational documents and approval of significant corporate transactions, such as a merger or other sale of the Combined Company or its assets. In addition, the Combined Company Board will consist of three persons designated by Crypto.com Sub and one person designated by TMTG, although three of them will be required to qualify as independent directors under Nasdaq Rules. Accordingly, Crypto.com Sub will have significant influence over the Combined Company and the Combined Company's decisions, including the appointment of management and any other action requiring a vote of the Combined Company Board. In addition, this concentration of ownership may have the effect of delaying, preventing or deterring a change in control of the Combined Company and may negatively affect the market price of the Combined Company's Class A Common Stock. 1 Update with correct defined term once drafted At closing of the Business Combination, holders of the Combined Company's Class A Common Stock have the right to one (1) vote per share. The shares of the Combined Company's Class B Common Stock will convert to shares of the Combined Company's Class A Common Stock on a one-to-one basis, upon written notice or any transfer of shares of the Combined Company's Class A Common Stock by Crypto.com Sub to any third party (other than its affiliates). Transfers of the Combined Company's Class A Common Stock will be subject to the provisions of the Lock-Up Agreements that the Combined Company will enter into at closing of the Business Combination, pursuant to which the Sponsor, the Sellers and certain other parties thereto will agree not to, subject to certain exceptions, transfer their shares of the Combined Company's Class A Common Stock until the earlier of (i) the one-year anniversary of the closing of the Business Combination and (ii) the date on which the Combined Company consummates a liquidation, merger, capital stock exchange, reorganization or other similar transaction after the closing of the Business Combination which results in all of the Combined Company's shareholders having the right to exchange their shares of the Combined Company's Common Stock for cash, securities or other property.

The Company issued Class A Ordinary Shares for $10.00 per share upon the closing of our Initial Public Offering. As with other SPACs, each Public Share issued in our Initial Public Offering carries a right to have such share redeemed for a pro rata portion of the proceeds held in the Trust Account prior to the closing of the Business Combination. As of December 31, 2025, the redemption price per Public Share was approximately $10.22, which is the approximate redemption amount per Public Share based on the Trust Account balance as of December 31, 2025. Following the closing of the Business Combination, the shares of the Combined Company's Class A Common Stock outstanding will no longer have any such redemption right and may be dependent upon the fundamental value of the Combined Company, as well as other relevant factors such as market conditions and trading multiples, and, similar to the securities of some other companies formed through mergers with SPACs in recent years, may be significantly less than $10.00 per share.

The market price of the shares of the Combined Company's Class A Common Stock may be volatile and, in the past, companies that have experienced volatility in the market price of their shares have been subject to securities class action litigation. The Combined Company may be the target of this type of litigation and investigations. Securities litigation against the Combined Company could result in substantial costs and divert management's attention from other business concerns, which could seriously harm the Combined Company's business.

Since the completion of our Initial Public Offering, there has been a precipitous drop in the market values of companies formed through business combinations involving SPACs like ours. These include inflationary pressures, increases in interest rates and other adverse economic and market forces have contributed to these drops in market value for SPACs. As a result, the Public Shares are subject to potential downward pressures, which may result in high levels of exercises of redemptions rights, reducing the cash available from the Trust Account. If there are substantial redemptions by shareholders of the Company in connection with the Business Combination, there will be a lower public float of the Combined Company's Class A Common Stock following the closing of the Business Combination, which may cause volatility in the price of the Combined Company's securities and adversely impact its ability to secure financing following the closing of the Business Combination.

In connection with the Business Combination, each outstanding Company Class A Ordinary Share (including the Company's Class A Ordinary Shares issued upon conversion of the Company's Class B Ordinary Shares) and each of outstanding Company Class B Ordinary Share will be converted automatically into one share of the Combined Company's Class A Common Stock. Pursuant to the terms of the Business Combination Agreement, the Combined Company shall issue either the Combined Company's Class A Common Stock or the Combined Company's Class B Common Stock to certain of the Parties in accordance with the terms of the Business Combination Agreement. Prior to this transaction, the Combined Company has not issued any securities in the U.S. markets or elsewhere nor has there been extensive information about it, its businesses or its operations publicly available. The Company and the Combined Company have agreed to cause the shares of the Combined Company's Class A Common Stock to be issued in connection with the Business Combination to be approved for listing on Nasdaq, or any other national securities exchange, prior to the effective time of the Business Combination. We cannot assure shareholders of the Company that the Combined Company will be able to meet the initial listing requirements. However, the Combined Company may be unsuccessful in listing the Combined Company's Class A Common Stock on Nasdaq, or any other national securities exchange, and even if successful, the Combined Company may be unable to maintain the listing of the Combined Company's Class A Common Stock in the future. A successful listing also does not ensure that a market for the shares of the Combined Company's Class A Common Stock will develop or the price at which the shares will trade. No assurance can be provided as to the demand for or trading price of the shares of the Combined Company's Class A Common Stock following the closing of the Business Combination and the shares of the Combined Company's Class A Common Stock may trade at a price less than the current market price of the Company's Class A Ordinary Shares. If the Combined Company fails to meet the initial listing requirements and Nasdaq or another national securities exchange does not list its shares of the Combined Company's Common Stock on its exchange, none of the parties to the Business Combination Agreement would be required to consummate the Business Combination. In the event that all such parties elected to waive this condition, and the Business Combination will be consummated without shares of the Combined Company's Common Stock being listed on Nasdaq or on another national securities exchange, the Combined Company could face significant material adverse consequences, including: - a limited availability of market quotations for shares of the Combined Company's Common Stock;- reduced liquidity for shares of the Combined Company's Common Stock;- to the extent that the Combined Company does not qualify for any of the other penny stock exemptions from under the applicable provisions of Rule 3a51-1 under the Exchange Act, a determination that shares of the Combined Company's Common Stock are "penny stocks" which will require brokers trading in shares of the Combined Company's Common Stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for shares of the Combined Company's Common Stock;- 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." If shares of the Combined Company's Class A Common Stock are not listed on Nasdaq or another national securities exchange, such shares would not qualify as covered securities and the Combined Company would be subject to regulation in each state in which the Combined Company offers its shares of the Combined Company's Class A Common Stock because states are not preempted from regulating the sale of securities that are not covered securities. Even if the Combined Company is successful in listing the Combined Company's Class A Common Stock and developing a public market, there may not be enough liquidity in such market to enable the Combined Company shareholders to sell their shares of the Combined Company's Class A Common Stock. If a public market for the shares of the Combined Company's Class A Common Stock does not develop, investors may not be able to re-sell their shares of the Combined Company's Class A Common Stock, rendering their shares illiquid and possibly resulting in a complete loss of their investment. The Combined Company cannot predict the extent to which investor interest in the Combined Company will lead to the development of an active, liquid trading market. The trading price of and demand for the shares of the Combined Company's Class A Common Stock following the consummation of the Business Combination and the development and continued existence of a market and favorable price for the shares of the Combined Company's Class A Common Stock will depend on a number of conditions, including the development of a market following, including by analysts and other investment professionals, the businesses, operations, results and prospects of the Combined Company, general market and economic conditions, governmental actions, regulatory considerations, legal proceedings and developments or other factors. These and other factors may impair the development of a liquid market and the ability of investors to sell shares at an attractive price. These factors also could cause the market price and demand for shares of the Combined Company's Class A Common Stock to fluctuate substantially, which may limit or prevent investors from readily selling their shares and may otherwise affect negatively the price and liquidity of the shares of the Combined Company's Class A Common Stock. Many of these factors and conditions are beyond the control of the Combined Company or shareholders of the Combined Company.

The Combined Company will qualify as an "emerging growth company," as defined in the JOBS Act. While the Combined Company remains an emerging growth company, it will be permitted to and plans to rely on exemptions from certain disclosure requirements that are applicable to other public companies that are not emerging growth companies. These provisions include: (i) an exemption from compliance with the auditor attestation requirement in the assessment of the Combined Company's internal control over financial reporting pursuant to Section 404 of Sarbanes-Oxley, (ii) not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor's report providing additional information about the audit and the financial statements, (iii) reduced disclosure obligations regarding executive compensation arrangements in the Combined Company's periodic reports, registration statements and proxy statements, and (iv) 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. As a result, the information the Combined Company provides will be different than the information that is available with respect to other public companies that are not emerging growth companies. In addition, Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the exemption from complying with new or revised accounting standards provided in Section 7(a)(2)(B) of the Securities Act as long as the Combined Company is an emerging growth company. An emerging growth company can therefore delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. 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 Combined Company cannot predict whether investors will find the Combined Company's Class A Common Stock less attractive if it relies on these exemptions. If some investors find the Combined Company's Class A Common Stock less attractive as a result, there may be a less active trading market for the Combined Company's Class A Common Stock. The market price of the Combined Company's Class A Common Stock may be more volatile. The Combined Company expects to remain an emerging growth company until the earlier of (i) the last day of the fiscal year (1) following the fifth anniversary of the closing of the Business Combination, (2) in which the Combined Company has total annual gross revenue of at least $1.235 billion, or (3) in which the Combined Company is deemed to be a large accelerated filer, which means the market value of the Combined Company's common equity that is held by non-affiliates equaled or exceeded $700 million as of the end of that year's second fiscal quarter, and (ii) the date on which the Combined Company has issued more than $1 billion in non-convertible debt securities during the prior three-year period.

The trading market for the Combined Company's Class A Common Stock will be influenced by the research and reports that industry or securities analysts publish about the Combined Company, the Combined Company's business. The Combined Company may be unable or slow to attract research coverage and if one or more analysts cease coverage of the Combined Company, the price and trading volume of the Combined Company's securities would likely be negatively impacted. If any of the analysts that may cover the Combined Company change their recommendation regarding the Combined Company's securities adversely, or provide more favorable relative recommendations about the Combined Company's competitors, the price of the Combined Company's securities would likely decline. If any analyst that may cover the Combined Company ceases covering the Combined Company or fails to regularly publish reports on the Combined Company, it could lose visibility in the financial markets, which could cause the price or trading volume of the Combined Company's securities to decline. If one or more of the analysts who cover the Combined Company downgrades the Combined Company's Class A Common Stock or if the Combined Company's reporting results do not meet their expectations, the market price of the Combined Company's Class A Common Stock could decline. Moreover, the market price of the Combined Company's Class A Common Stock may decline after the Business Combination if the Combined Company does not achieve the perceived benefits of the Business Combination as rapidly or to the extent anticipated by financial analysts, or the effect of the Business Combination on the Combined Company's financial results is not consistent with the expectations of financial analysts. Accordingly, holders of the Combined Company's Class A Common Stock following the consummation of the Business Combination may experience a loss as a result of a decline in the market price of the Combined Company's Class A Common Stock. In addition, a decline in the market price of the Combined Company's Class A Common Stock following the consummation of the Business Combination could adversely affect the Combined Company's ability to issue additional securities and to obtain additional financing in the future.

The Combined Company expects to qualify as a "controlled company" as defined under the Nasdaq Rules, or any other national securities exchange on which its shares may be listed, since the Sellers will together beneficially own more than 50% of our total voting power. For so long as the Combined Company remains a controlled company under this definition, it is also permitted to elect to rely on certain exemptions from corporate governance rules. As a result, you will not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements. For example, controlled companies: - are not required to have a board that is composed of a majority of "independent directors," as defined under Nasdaq Rules;- are not required to have a compensation committee that is composed entirely of independent directors; and - are not required to have director nominations be made, or recommended to the full board of directors, by its independent directors or by a nominations committee that is composed entirely of independent directors.

In connection with the proposed Business Combination, we intend to seek approval to list the Combined Company's Class A Common Stock on Nasdaq or another national securities exchange. Any such listing is subject to the Combined Company's satisfaction of the applicable initial listing standards, which include, among other things, meeting minimum thresholds for the number of round lot holders, publicly held shares, market value and share price. We may be unable to satisfy these initial listing requirements at closing. Exchange listing is a condition to close under the transaction agreements, but the parties could agree to waive that condition. Further, even if the Combined Company's securities are approved for listing, there can be no assurance that the Combined Company will be able to maintain such listing after closing. If the initial listing requirements are not met and the parties waive the related condition to closing, significant adverse consequences could result, including limited availability of market quotations for the Combined Company's securities, reduced trading activity and liquidity for the Combined Company's securities, diminished news and analyst coverage for the Combined Company, decreased ability to issue additional securities or obtain financing on favorable terms, and loss of "covered security" status under the National Securities Markets Improvement Act of 1996, a federal statute that prevents or pre-empts the states from regulating the sale of certain securities, which could subject offers and sales of the Combined Company's securities to state "blue sky" regulation.

Sales of securities into the public market after the proposed Business Combination - whether by us, by transaction counterparties who receive securities as consideration, by our Sponsor or other existing holders, or pursuant to registration rights - or the perception that such sales could occur, could adversely affect the market price of the Combined Company's securities. These sales, or the market's expectation of them, could also make it more difficult or less favorable for the Combined Company to raise additional equity capital in the future at times and prices it deems appropriate.

Pursuant to the Combined Company's Equity Incentive Plan, following the consummation of the Business Combination, the Combined Company may issue stock, which amount will automatically increase annually and may further be subject to increase. The Combined Company may also issue additional shares of the Combined Company Common Stock or other equity securities of equal or senior rank in the future in connection with, among other things, future acquisitions or repayment of outstanding indebtedness, without shareholder approval, in a number of circumstances. The issuance of additional shares or other equity securities of equal or senior rank would have the following effects: - existing shareholders' proportionate ownership interest in the Combined Company will decrease;- the amount of cash available per share, including for payment of dividends in the future, may decrease;- the relative voting strength of each share of previously outstanding common stock may be diminished; and - the market price of the Combined Company's Class A Common Stock may decline.

The price of Combined Company's securities may vary significantly due to factors specific to Combined Company as well as to general market or economic conditions. Furthermore, an active trading market for Combined Company's 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.

The Combined Company may issue additional shares of the Combined Company's Common Stock or other equity securities of equal or senior rank in the future in connection with, among other things, raising additional capital, future acquisitions, repayment of outstanding indebtedness, or awards under the Combined Company's Equity Incentive Plan, without shareholder approval, in a number of circumstances. The Combined Company may sell shares or other securities in any other offering at a price per share that is less than the price per share paid by the investors in the Business Combination, and investors purchasing shares or other securities in the future could have rights superior to existing shareholders. The price per share at which the additional shares or securities convertible or exchangeable into public shares, will be sold in future transactions may be higher or lower than the price per share paid by investors during the Business Combination.

The trading market for the Combined Company's Class A Common Stock will be influenced by the research and reports that industry or securities analysts publish about us or the Combined Company's business. We do not have and the Combined Company will not have any control over these analysts. Securities and industry analysts do not currently, and may never, publish research on the Combined Company. If no securities or industry analysts commence coverage of the Combined Company, the trading price of the Combined Company's Class A Common Stock would likely be negatively impacted. In the event securities or industry analysts initiate coverage, and one or more of these analysts cease coverage of the Combined Company or fail to publish reports on it regularly, the Combined Company could lose visibility in the financial markets, which in turn could cause the price of the Combined Company's common stock or trading volume to decline. Moreover, if one or more of the analysts who cover it publish negative reports, downgrade the Combined Company's stock, or if its results of operations do not meet their expectations, the price of the Combined Company's Class A Common Stock could decline. Securities research analysts may establish and publish their own periodic projections for the Combined Company following consummation of the Business Combination. These projections may vary widely and may not accurately predict the results the Combined Company actually achieves. The Combined Company's share price may decline if its actual results do not match the projections of these securities research analysts.

In the past, following periods of volatility in the market price of a company's securities, securities class action litigation has often been brought against that company. Shareholder activism, which could take many forms or arise in a variety of situations, has been increasing recently. Volatility in the stock price of the Combined Company's Class A Common Stock or other reasons may in the future cause it to become the target of securities litigation or shareholder activism. Securities litigation and shareholder activism, including potential proxy contests, could result in substantial costs and divert management's and the board of directors' attention and resources from the Combined Company's business. Additionally, such securities litigation and shareholder activism could give rise to perceived uncertainties as to the Combined Company's future, adversely affect its relationships with service providers and make it more difficult to attract and retain qualified personnel. Also, the Combined Company may be required to incur significant legal fees and other expenses related to any securities litigation and activist shareholder matters. Further, its stock price could be subject to significant fluctuation or otherwise be adversely affected by the events, risks and uncertainties of any securities litigation and shareholder activism.

Our Sponsor, officers and directors have agreed to vote their Ordinary Shares owned by them in favor of the Business Combination, including their Class B Ordinary Shares and any Public Shares purchased after our Initial Public Offering (including in open market and privately negotiated transactions). As of the December 31, 2025, the Sponsor, and certain of the officers and directors collectively beneficially own an aggregate of approximately 25.9% of the outstanding Ordinary Shares. Accordingly, it is more likely that the necessary shareholder approval will be received than would be the case if such persons agreed to vote their Ordinary Shares in accordance with the majority of the votes cast by the Public Shareholders.

The consideration structure for the Business Combination contemplates that shares of Combined Company's Class A Common Stock are valued at $10.22 per share (based upon the amount of cash held in the Trust Account as of December 31, 2025), although, the cash backed value per share of Combined Company's Class A Common Stock following the Business Combination is expected to be substantially less than $10.22 per share. The cash held in the Trust Account as of December 31, 2025 was $176,338,275. Accordingly, the Company's Public Shareholders who do not exercise redemption rights will receive shares of Combined Company's Class A Common Stock that will have a value ascribed to them by their trading price as of two business days prior to the Meeting, which may be substantially less than the amount they would have received upon exercise of redemption rights. The shares of most companies that are the result of a recently completed business combination between a special purpose acquisition company and an operating company have traded at prices substantially below $10.00 per share. As such Public Shareholders who do not exercise redemption right may hold securities that never obtain a value equal to or exceeding the per share value of the Trust Account.

Outstanding Company Warrants to purchase an aggregate of 5,867,240 shares of the Combined Company's Class A Common Stock will become exercisable 30 days after the completion of the Business Combination. Each whole warrant will entitle the holder thereof to purchase one share of the Combined Company's Class A Common Stock at a price of $11.50 per whole share, subject to adjustment. Warrants may be exercised only for a whole number of shares of the Combined Company's Class A Common Stock. To the extent such warrants are exercised, additional shares of the Combined Company's Class A Common Stock will be issued, which will result in dilution to the then existing holders of the Combined Company's Common Stock and an increase in the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market could adversely affect the market price of the Combined Company's Class A Common Stock.

The Business Combination consideration that the Company's shareholders will receive is primarily a fixed number of shares of the Company's Class A Common Stock; it is not a number of shares with a particular fixed market value. "The Company's Class A Common Stock" shall refer to the Company's Class A common stock, par value $0.0001 per share, during the interim period following the Company's continuation and domestication from a Cayman Islands exempted company to a Florida corporation and prior to the consummation of the Business Combination. The market value of the Company's Class A Common Stock at the closing of the Business Combination may vary significantly from the respective value of the Company's Class A Ordinary Shares on the date the Business Combination Agreement was executed. Because the Business Combination consideration will not be adjusted to reflect any changes in the market value of shares of the Company's Class A Common Stock, the market value of the shares of the Company's Class A Common Stock issued in connection with the Business Combination may be higher or lower than the values of those shares on earlier dates. Accordingly, at the time of providing written consent to the Business Combination Proposal, Crypto.com and TMTG shareholders will not know or be able to calculate the market value of the shares of the Company's Class A Common Stock they would receive upon the completion of the Business Combination. Stock price changes may result from a variety of factors, including changes in the business, operations or prospects of the Company, regulatory considerations and general business, market, industry or economic conditions. Many of these factors are outside of the control of the Company.

The representations and warranties made by Crypto.com and Crypto.com Sub, TMTG and the Company to each other in the Business Combination Agreement will not survive the consummation of the Business Combination. As a result, the Company and its shareholders will not have the protection of any indemnification, escrow, price adjustment or other provisions that allow for a post-closing adjustment to be made to the total Business Combination Consideration if any representation or warranty made by Crypto.com or TMTG in the Business Combination Agreement proves to be inaccurate or incorrect. Accordingly, to the extent such representations or warranties are incorrect, the Company would have no indemnification claim with respect thereto and its financial condition or results of operations could be adversely affected.

The Combined Company will qualify as an "emerging growth company" as defined in Section 2(a)(19) of the Securities Act, as modified by the JOBS Act, as of the closing of the Business Combination. As such, the Combined Company will be eligible for and intends to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies for as long as it continues to be an emerging growth company, including, but not limited to, (a) not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, (b) reduced disclosure obligations regarding executive compensation in the Combined Company's periodic reports and proxy statements and (c) 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. As a result, the Combined Company's shareholders may not have access to certain information they may deem important. The Combined Company will remain an emerging growth company until the earliest of (i) the last day of the fiscal year in which the market value of shares of the Combined Company's Common Stock that are held by non-affiliates exceeds $700 million as of June 30 of that fiscal year, (ii) the last day of the fiscal year in which it has total annual gross revenue of $1.235 billion or more during such fiscal year (as indexed for inflation), (iii) the date on which it has issued more than $1 billion in non-convertible debt in the prior three-year period or (iv) December 31, 2030, which is the last day of the fiscal year following the fifth anniversary of the date of the first sale of Ordinary Shares in our Initial Public Offering. We cannot predict whether investors will find the Combined Company's securities less attractive because it will rely on these exemptions. If some investors find the Combined Company's securities less attractive as a result of its reliance on these exemptions, the trading prices of the Combined Company's securities may be lower than they otherwise would be, there may be a less active trading market for the Combined Company's securities and the trading prices of the Combined Company's 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 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 the Combined Company's financial statements 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. As an emerging growth company, the Combined Company may also 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 obtain an assessment of the effectiveness of the Combined Company's internal controls over financial reporting from its independent registered public accounting firm pursuant to 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 non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find the Combined Company's shares of common stock less attractive because it will rely on these exemptions. If some investors find the Combined Company's shares of common stock less attractive as a result, there may be a less active market for its shares of common stock and its share price may be more volatile.

The Proposed Articles of Incorporation and Proposed Bylaws for the Combined Company contain provisions that could have the effect of delaying or preventing changes in control or changes in the Combined Company's management without the consent of the Combined Company's board of directors. These provisions include: - no cumulative voting in the election of directors, which limits the ability of minority shareholders to elect director candidates;- the exclusive right of the Combined Company's board of directors to elect a director to fill a vacancy created by the expansion of the board of directors or the resignation, death, or removal of a director with or without cause by shareholders, which prevents shareholders from being able to fill vacancies on the Combined Company's board of directors;- the ability of the Combined Company's board of directors to determine whether to issue shares of the Combined Company's preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without shareholder approval, which could be used to significantly dilute the ownership of a hostile acquirer;- a prohibition on shareholder action by written consent following the Voting Threshold Date, which forces shareholder action to be taken at an annual or special meeting of the Combined Company's shareholders; in this context, the "Voting Threshold Date" means the first date and time, occurring at or after 5:00 p.m. New York City time, on which the outstanding shares of the Combined Company's Class B Common Stock cease to represent at least fifty percent (50%) of the total voting power of the outstanding shares of capital stock of Combined Company then entitled to vote generally in the election of directors;- the requirement that a special meeting of shareholders may be called only by the chairperson of the board of directors, the chief executive officer, the president or the board of directors, which may delay the ability of the Combined Company's shareholders to force consideration of a proposal or to take action, including the removal of directors;- limiting the liability of, and providing indemnification to, the Combined Company's directors and officers;- controlling the procedures for the conduct and scheduling of shareholder meetings;- providing for a staggered board, in which the members of the board of directors are divided into three classes to serve for a period of three years from the date of their respective appointment or election;- granting the ability to remove directors (i) with or without cause prior to the Voting Threshold Date, and (ii) only for cause from and after the Voting Threshold Date, in each case by the affirmative vote of a majority of the voting power of the outstanding shares of the Combined Company's Common Stock entitled to vote thereon;- requiring the affirmative vote of at least 662/3% of the voting power of the outstanding shares of the Combined Company's capital stock entitled to vote generally in the election of directors, voting together as a single class, to amend the Proposed Bylaws or ARTICLE V, ARTICLE VI, ARTICLE VII, ARTICLE VIII, and ARTICLE X of the Proposed Articles of Incorporation; and - advance notice procedures that shareholders must comply with in order to nominate candidates to the Combined Company's Board or to propose matters to be acted upon at a shareholders' meeting, which may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer's own slate of directors or otherwise attempting to obtain control of the Combined Company's. These provisions, alone or together, could delay hostile takeovers and changes in control of the Combined Company or changes in the Combined Company's Board and the Combined Company's management.

The market price of Combined Company's Class A Common Stock may be volatile. The stock market in general, and the market for technology companies in particular, have experienced volatility that has often been unrelated to the operating performance or prospects of particular companies. As a result of this volatility, you could lose all or part of your investment. In recent years, the stock market in general has experienced significant price and volume fluctuations that have often been unrelated or disproportionate to changes in the operating performance of the companies whose stock is experiencing those price and volume fluctuations. Broad market and industry factors may seriously affect the market price of the Combined Company's Class A Common Stock, regardless of actual operating performance. These fluctuations may be even more pronounced in the trading markets for Combined Company's Class A Common Stock shortly following the closing of the Business Combination. Following periods of such volatility in the market price of a company's securities, securities class action litigation has often been brought against that company. Because of the potential volatility of the Combined Company's Class A Common Stock, the Combined Company may become the target of securities litigation in the future. Securities litigation could result in substantial costs and divert management's attention and resources from the Combined Company's business. The realization of any of the above risks or any of a broad range of other risks, including those described in this "Risk Factors" section, could have a dramatic and material adverse impact on the market price of the Combined Company's Common Stock following the Business Combination.

In the period leading up to the closing of the Business Combination, events may occur that, pursuant to the Business Combination Agreement, would require the Company to agree to amend the Business Combination Agreement, to consent to certain actions taken by Crypto.com or TMTG or to waive rights that the Company is entitled to under the Business Combination Agreement. Such events could arise because of changes in the course of Crypto.com or TMTG's businesses, a request by Crypto.com or TMTG to undertake actions that would otherwise be prohibited by the terms of the Business Combination Agreement or the occurrence of other events that would have a material adverse effect on Crypto.com or TMTG's businesses and would entitle the Company to terminate the Business Combination Agreement. In any of such circumstances, it would be at the Company's discretion, acting through the Company's Board, to grant its consent or waive those rights. For example, the Company could agree to waive the closing condition related to no material adverse effect having occurred with respect to Crypto.com or TMTG between the date of the Business Combination Agreement and the Closing. If the Company were to waive this closing condition and proceed to closing of the Business Combination, the price of the Combined Company's Class A Common Stock could be materially depressed. The existence of the financial and personal interests of the directors described herein may result in a conflict of interest on the part of one or more of the directors between what he, she or they may believe is best for the Company and what he, she or they may believe is best for himself, herself or themselves in determining whether or not to take the requested action. As of the date of this proxy statement/prospectus, the Company does not believe there will be any material changes or waivers that the Company's directors and officers would be likely to make after the mailing of this proxy statement/prospectus. The Company will circulate a supplemental or amended proxy statement/prospectus if changes to the terms of the Business Combination are required prior to the shareholder vote to approve Business Combination Agreement and Business Combination and those changes would have a material impact on the Company's shareholders.

The Company's Public Shareholders will be entitled to receive funds from the Trust Account only upon the earliest to occur of: (i) the Company's completion of an initial business combination, and then only in connection with those the Company's Class A Ordinary Shares that such the Public Shareholders properly elected to redeem, subject to the limitations described herein, (ii) the redemption of any Public Shares properly submitted in connection with a shareholder vote to amend the Memorandum and Articles of Association (A) to modify the substance or timing of the Company's obligation to redeem 100% of the Public Shares if the Company does not complete an initial business combination by the Deadline Date or (B) with respect to any other material provisions of the Memorandum and Articles of Association relating to shareholders' rights or pre-initial business combination activity and (iii) the redemption of the Public Shares if the Company is unable to complete an initial business combination by the Deadline Date, subject to applicable law and as further described herein. In no other circumstances will a Public Shareholder have any right or interest of any kind in the Trust Account. Holders of Public Warrants will not have any right to the proceeds held in the Trust Account with respect to the Public Warrants. Accordingly, to liquidate their investment, Public Shareholders may be forced to sell their Public Shares or Public Warrants, potentially at a loss.

The Public Warrants were issued in registered form under the Warrant Agreement between Continental Stock Transfer & Trust Company, N.A., as warrant agent, and the Company. The Warrant Agreement provides that the terms of the Public Warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 50% of the then outstanding Public Warrants to make any change that adversely affects the interests of the registered holders of Public Warrants. Accordingly, the Company 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. Although the Company's 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 Public Warrants, convert the Public Warrants into cash or stock, shorten the exercise period or decrease the number of shares of the Company's Class A Common Stock purchasable upon exercise of a Public Warrant.

The Company has the ability to redeem all, but not less than all, 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 the Company's Class A Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) 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 gives proper notice of such redemption, provided that on the date the Company gives notice of redemption and during the entire period thereafter until the time the Company redeems the Public Warrants, it has an effective registration statement under the Securities Act covering the shares of the Company Class A Common Stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available. If and when the Public Warrants become redeemable, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. As a result, the Company may redeem the Public Warrants as set forth above even if the holders are otherwise unable to exercise the Public Warrants. Redemption of the outstanding Public Warrants could force you: (i) to exercise your Public Warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell your Public Warrants at the then-current market price when you might otherwise wish to hold your Public Warrants or (iii) to accept the nominal redemption price which, at the time the outstanding Public Warrants are called for redemption, is likely to be substantially less than the market value of your Public Warrants.

The Proposed Articles of Incorporation require, to the fullest extent permitted by law, that any dispute, controversy, or claim that is an Internal Corporate Claim, including derivative actions brought in the Combined Company's name, against its directors, officers, other employees, or shareholders for breach of fiduciary duty and other similar actions, may be brought only in the federal courts located in Miami-Dade County, Florida, or, if such federal courts lack jurisdiction, in the Florida state courts located in Miami-Dade County. Any person or entity holding any of the Combined Company securities shall be deemed to have notice of and consented to the forum provisions in the Proposed Articles of Incorporation. This exclusive forum provision may limit a shareholder's ability to bring a claim in a judicial forum that it finds favorable for disputes with the Combined Company, or any of its directors, officers, other employees or shareholders, which may discourage lawsuits with respect to such claims, although its shareholders will not be deemed to have waived their compliance with federal securities laws (including, but not limited to, the Securities Act) and the rules and regulations thereunder. However, there is no assurance that a court would enforce the choice of forum provision contained in the Proposed Articles of Incorporation. If a court were to find such provision to be inapplicable or unenforceable in an action, the Combined Company, may incur additional costs associated with resolving such action in other jurisdictions, which could harm its business, operating results and financial condition. The Amended and Restated Memorandum and Articles of Association state that the courts of the Cayman Islands shall have exclusive jurisdiction over any claim or dispute arising out of or in connection with the Amended and Restated Memorandum and Articles of Association or otherwise related in any way to each member's shareholding in the Company, including any derivative action or proceeding brought on behalf of the Company. Pursuant to the Amended and Restated Memorandum and Articles of Association, each shareholder submits to the exclusive jurisdiction of the courts of the Cayman Islands. This exclusive forum provision may limit a shareholder's ability to bring a claim in a judicial forum that it finds favorable for disputes with the Company or any of its directors, officers, other employees or shareholders, which may discourage lawsuits with respect to such claims, although its shareholders will not be deemed to have waived their compliance with federal securities laws (including, but not limited to, the Securities Act) and the rules and regulations thereunder. However, there is no assurance that a court would enforce the choice of forum provision contained in the Amended and Restated Memorandum and Articles of Association. If a court were to find such provision to be inapplicable or unenforceable in an action, the Company may incur additional costs associated with resolving such action in other jurisdictions, which could harm its business, operating results and financial condition.

The Proposed Organizational Documents provide that except for any dispute, controversy, or claim that is an Internal Corporate Claim, as defined in Section 607.0208(4) of the FBCA, and that cannot be required to be arbitrated, any other dispute, controversy, or claim that is a Dispute arising out of or relating to the Proposed Organizational Documents or the purchase or sale of any security of the Combined Company, and any claim accompanying any such claim, shall be submitted to binding and final arbitration governed by the Federal Arbitration Act and seated in the State of Florida in Miami-Dade County, unless another seat is agreed to by the Combined Company, in its sole discretion. As a result, except with respect to (i) Internal Corporate Claims, (ii) any Dispute for which it has been determined that the arbitration of such Dispute is invalid, illegal or unenforceable, and (iii) and requests for orders in aid of arbitration or interim relief that are consistent with the requirement to arbitrate, our shareholders will not be able to pursue litigation in state or federal court against us, including with respect to claims arising under the federal securities laws, and instead, will be required to pursue such claims through a final and binding arbitration proceeding. The Proposed Organizational Documents provide that such mandatory arbitration proceedings shall be administered by JAMS in accordance with its Comprehensive Arbitration Rules and Procedures, as modified in the Proposed Organizational Documents. These procedures may result in materially limited rights for our shareholders as compared to litigation in a federal or state court. For example, arbitration in accordance with these procedures does not include the opportunity for a jury trial, document discovery is limited, arbitration hearings are not open to the public, witness depositions are not typically permitted and arbitrators may have different qualifications or experiences than judges. In addition, unless agreed to by the Combined Company, in its sole discretion, the mandatory arbitration provisions in the Proposed Organizational Documents contemplate that arbitration may not be brought in a representative capacity or on behalf of a class of our shareholders, which is different from, and may be less favorable to shareholders than, representative or class action litigation in courts. Any person or entity purchasing or otherwise acquiring any interest in any security of the Combined Company shall be deemed to have notice of and consented to the mandatory arbitration provisions of the Proposed Organizational Documents. By agreeing to the mandatory arbitration provisions of the Proposed Organizational Documents, the Combined Company's shareholders will not be deemed to have waived the Combined Company's compliance with the federal securities laws and the rules and regulations thereunder. We believe the mandatory arbitration provisions in the Proposed Organizational Documents are enforceable under both federal and state law, including with respect to federal securities laws claims; however, there is uncertainty as to their enforceability, particularly for federal securities law claims, and it is possible that they may ultimately be determined to be unenforceable. While the FBCA prohibits mandatory arbitration of Internal Corporate Claims (and Section 607.0208(4) of the FBCA does set forth certain categories of claims that constitute Internal Corporate Claims), there is limited judicial interpretation of this statutory provision and the ultimate scope of the statutory prohibition. Furthermore, the arbitrability of stockholder security class action cases has not been tested in the courts, despite the SEC's recent Release No. 33-11389 and 34-103988, which approves such clauses in the context of acceleration of registration statements of issuers. If a court were to find the mandatory arbitration provisions contained in the Proposed Organizational Documents to be unenforceable in a Dispute, the Combined Company may incur additional costs associated with resolving such Dispute, which could adversely affect the Combined Company's business, operating results and financial condition. The mandatory arbitration provisions of our Proposed Organizational Documents could result in increased costs for a shareholder to bring a claim and may discourage our shareholders from bringing, and attorneys from agreeing to represent our shareholders in, Disputes against us, as compared to litigation in a federal or state court. For example, the mandatory arbitration provisions provide the arbitrator power to award the prevailing party its attorneys' costs and arbitration fees reasonably incurred in the arbitration. Moreover, certain institutional investors and proxy advisory firms may express dissatisfaction with these provisions. The inclusion of mandatory arbitration provisions may make our securities less attractive to certain investors who may view such provisions as harmful to both investors and companies by limiting investor rights to recover losses on a class-wide basis and by inducing the potential for numerous, time-consuming and costly individual arbitrations. This could reduce demand for our securities, negatively impact the market for our securities, and adversely affect the price and liquidity of our securities.

The trading market for the Combined Company's securities will be influenced by the research and reports that industry or securities analysts may publish about the Combined Company, its business, market or competitors. Securities and industry analysts do not currently, and may never, publish research on the Combined Company. If no securities or industry analysts commence coverage of the Combined Company, the Combined Company's share price and trading volume would likely be negatively impacted. If any of the analysts who may cover the Combined Company change their recommendation regarding the Combined Company's Common Stock adversely, or provide more favorable relative recommendations about the Combined Company's competitors, the price of shares of the Combined Company's Common Stock would likely decline. If any analyst who may cover the Combined Company were to cease coverage of the Combined Company or fail to regularly publish reports on it, the Combined Company could lose visibility in the financial markets, which in turn could cause its share price or trading volume to decline.

The Company will comply with proxy rules when conducting redemptions in connection with the Business Combination. Despite the Company's compliance with these rules, if a shareholder fails to receive the Company's proxy materials, such shareholder may not become aware of the opportunity to redeem its shares. In addition, proxy materials that the Company furnishes to the Public Shareholders in connection with the Business Combination will describe the various procedures that must be complied with in order to validly redeem Public Shares. In the event that a shareholder fails to comply with these or any other procedures, its shares may not be redeemed.

We may be able to consummate a business combination even though a substantial number of our Public Shareholders do not agree with the transaction and have redeemed their Public Shares. However, 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 upon consummation of the Business Combination, and the amount that we redeem may be further limited by the terms and conditions of our initial business combination. In such case, we would not proceed with the redemption of our Public Shares and the Business Combination.

If we are unable to consummate our initial business combination by the Deadline Date, we will distribute the aggregate amount then on deposit in the Trust Account (less up to $100,000 of the net interest to pay dissolution expenses and which interest shall be net of taxes payable), pro rata to Public Shareholders by way of redemption and cease all operations except for the purposes of winding up of our affairs, as further described in this proxy statement/prospectus. Any redemption of Public Shareholders from the Trust Account shall be affected 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 the Public Shareholders, as part of any liquidation process, such winding up, liquidation and distribution must comply with the applicable provisions of Cayman Islands law. In that case, investors may be forced to wait beyond the Deadline Date, before the redemption proceeds of the Trust Account become available to them, and they receive the return of their pro rata portion of the proceeds from the Trust Account. We have no obligation to return funds to investors prior to the date of our redemption or liquidation unless we consummate our initial business combination prior thereto and only then in cases where investors have sought to redeem their Public Shares. Only upon our redemption or any liquidation will Public Shareholders be entitled to distributions if we are unable to complete our initial business combination.

The Memorandum and Articles of Association provides that a Public Shareholder, individually or together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a "group" (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to an aggregate of more than 15% of the Company's Class A Ordinary Shares sold in the IPO without the Company's prior written consent. The inability of a shareholder to redeem an aggregate of more than 15% of the Company's Class A Ordinary Shares sold in the IPO will reduce its influence over the Company's ability to consummate its initial business combination and such shareholder could suffer a material loss on its investment in the Company if it sells, in open market transactions, the Public Shares held in excess of 15% of the total Public Shares issued.

If the Company is forced to enter into an insolvent liquidation, any distributions received by our Shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, the Company was unable to pay its debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to recover all amounts received by its shareholders. Furthermore, members of the Company's Board may be viewed as having breached their fiduciary duties to the Company or the Company's creditors and/or may have acted in bad faith, and thereby exposing themselves and the Company to claims, by paying public shareholders from the Trust Account prior to addressing the claims of creditors. The Company cannot assure you that claims will not be brought against it for these reasons. The Company and its directors and officers who knowingly and willfully authorized or permitted any distribution to be paid out of the Company's share premium account while it was unable to pay its debts as they fall due in the ordinary course of business would be guilty of an offence and may be liable to a fine of approximately fifteen thousand dollars and imprisonment for five years in the Cayman Islands.

We can give no assurance as to the price at which a shareholder may be able to sell its Public Shares in the future following the completion of the Business Combination or any alternative business combination. Certain events following the consummation of any initial business combination, including the Business Combination, may cause an increase in our share price, and may result in a lower value realized now than a shareholder of the Company might realize in the future had the shareholder redeemed their shares. Similarly, if a shareholder does not redeem their shares, the shareholder will bear the risk of ownership of the Public Shares after the consummation of any initial business combination, including the Business Combination, and there can be no assurance that a shareholder can sell its shares in the future for a greater amount than the redemption price set forth in this proxy statement/prospectus. A shareholder should consult the shareholder's tax and/or financial advisor for assistance on how this may affect his, her or its individual situation. The foregoing risks and additional risks relating to the proposed Business Combination will be described in the registration statement on Form S-4/proxy statement to be filed in connection with the Business Combination, which may be updated in subsequent filings. Additionally, you should carefully consider the factors discussed in the Risk Factors section of the final prospectus in connection with the Initial Public Offering filed with the SEC on June 30, 2025.