10-K

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

10-K

☒

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For

the fiscal year ended December 31, 2025

☐

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

For

the transition period from to

Emmis

Acquisition Corp.

(Exact name of registrant as specified in its charter)

Cayman<br> Islands	001-42861	98-1886130
(State or other jurisdiction of<br><br> incorporation or organization)	(Commission<br> File Number)	(I.R.S. Employer<br> Identification<br> Number)
515<br> E Olas Blvd, Suite 120,<br> Fort Lauderdale, Florida	33301
---	---
(Address<br> of principal executive offices)	(Zip<br> Code)

(201)

282-6717

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered

pursuant to Section 12(b) of the Act:

Title<br> of Each Class:	Trading<br> Symbol:	Name<br> of Each Exchange on Which Registered:
Ordinary<br> shares, par value $0.0001 per share	EMIS	The<br> Nasdaq Stock Market LLC
Rights,<br> each Right to acquire one-tenth (1/10) of one Ordinary Share	EMISR	The<br> Nasdaq Stock Market LLC

Securities registered

pursuant to Section 12(g) of the Exchange 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 ☒

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

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 ☒ 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). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See 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<br> ☐	Accelerated filer ☐	Non-accelerated<br> filer ☒	Smaller reporting company<br> ☒
			Emerging growth company ☒

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. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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

The registrant was not a public company as of June 30, 2025 and therefore it cannot calculate the aggregate market value of its voting and non-voting common equity held by non-affiliates as of such date.

As of March 27, 2026, there were 11,942,500 Class A ordinary shares, $0.0001 par value, and 3,833,333 Class B ordinary shares, $0.0001 par value, issued and outstanding.

PART<br> I
Item 1.	Business.	2
Item 1A.	Risk<br> Factors.	28
Item 1B.	Unresolved<br> Staff Comments.	72
Item 1C.	Cybersecurity.	72
Item 2.	Properties.	72
Item 3.	Legal<br> Proceedings.	72
Item 4.	Mine<br> Safety Disclosures.	72
PART<br> II
Item 5.	Market<br> for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	73
Item 6.	[Reserved]	74
Item 7.	Management’s<br> Discussion and Analysis of Financial Condition and Results of Operations.	74
Item 7A.	Quantitative<br> and Qualitative Disclosures About Market Risk.	76
Item 8.	Financial<br> Statements and Supplementary Data.	76
Item 9.	Changes<br> in and Disagreements With Accountants on Accounting and Financial Disclosure.	76
Item 9A.	Controls<br> and Procedures.	76
Item 9B.	Other<br> Information.	76
Item 9C.	Disclosure<br> Regarding Foreign Jurisdictions that Prevent Inspections.	76
PART<br> III
Item 10.	Directors,<br> Executive Officers and Corporate Governance.	77
Item 11.	Executive<br> Compensation.	85
Item 12.	Security<br> Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	86
Item 13.	Certain<br> Relationships and Related Transactions, and Director Independence.	87
Item 14.	Principal<br> Accountant Fees and Services.	89
PART<br> IV
Item 15.	Exhibits<br> and Financial Statement Schedules.	90
Item 16.	Form<br> 10-K Summary.	91
SIGNATURES		92

PART

CAUTIONARY NOTE

REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this Annual Report on Form 10-K (the “Annual Report”) may constitute “forward-looking statements” for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Annual Report may include, for example, statements about:

●	our ability to complete our initial<br> business combination;
●	our expectations around the performance<br> of the prospective target business or businesses;
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●	our success in retaining or recruiting,<br> or changes required in, our officers, key employees or directors following our initial business combination;
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●	our officers and directors allocating<br> their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination,<br> as a result of which they would then receive expense reimbursements;
---	---
●	our potential ability to obtain additional<br> financing to complete our initial business combination;
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●	the ability of our officers and directors<br> to generate a number of potential acquisition opportunities;
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●	our public securities’ potential<br> liquidity and trading;
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●	the lack of a market for our securities;
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●	the use of proceeds not held in the<br> trust account or available to us from interest income on the trust account balance;
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●	the trust account not being subject<br> to claims of third parties; or
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●	our financial performance following<br> our initial public offering.
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The forward-looking statements contained in this Annual Report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or 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 in the section of this Annual Report entitled “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.

ITEM

BUSINESS

Overview

Emmis Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company whose business purpose is to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. We have generated no revenues to date and we do not expect that we will generate operating revenues at the earliest until we consummate our initial business combination.

While we may pursue an initial business combination opportunity in any geography, industry or sector, we intend to capitalize on the ability of our management team to identify, acquire and operate a business or businesses that can benefit from our management team’s established global relationships, sector expertise and active management, operating and capital market experiences, particularly as related to industrial and business services, manufacturing, transportation, and/or distribution and/or technology businesses.

Our primary objective is to acquire a high-quality business, or multiple emerging growth companies with demonstrable revenues, EBITDA and compelling growth opportunities that can generate attractive, risk-adjusted returns for shareholders. To that end, our acquisition and value creation strategy is to leverage the experience and expertise of our team to identify, acquire, and, after our initial business combination, enhance the growth, cost structure and/or competitive positioning of a targeted company or multiple companies.

Our efforts to identify a prospective target business will not be limited to a particular industry or geographic region, although we shall focus on businesses domiciled in North America and Southeast Asia. Further, our efforts to identify a prospective target business will not be limited to any characteristics, although we expect to favor potential services manufacturing and/or distribution oriented target companies with certain characteristics which include, but are not limited to, demonstrable revenues, EBITDA and compelling growth opportunities positive long term growth prospects, competitive advantages, consolidation and operational improvement opportunities and attractive margins or the potential for attractive margins. While we may pursue a business combination outside of industrial and business services, manufacturing, transportation, and/or distribution and/or technology businesses, we believe our focus best combines the expertise and experience of our management team with a sector that offers attractive investment opportunities.

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

On September 26, 2025, we consummated our initial public offering (“IPO”) of 11,500,000 units (the “Units”), including the purchase by the underwriters of 1,500,000 additional Units at the offering price, reflecting the exercise of their option to purchase additional Units to cover over-allotments. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $115,000,000. Each Unit consisted of one Class A ordinary share of the Company, and one right to receive one-tenth (1/10) of one Class A ordinary share upon the consummation of the Company’s initial business combination (each, a “Share Right”).

Simultaneously with the closing of the IPO, pursuant to the Sponsor Private Placement Units Purchase Agreement and the Representative Private Placement Units Purchase Agreement, we completed the private sale of an aggregate of 367,500 units (the “Private Placement Units”) to Emmis Capital Sponsor, LLC, our sponsor, and to- I-Bankers Securities, Inc. (“I-Bankers”) at a price of $10.00 per Private Placement Unit. The Private Placement Units (and underlying securities) are identical to the units included in the Units sold in the IPO, except as otherwise disclosed in the prospectus for the IPO. No underwriting discounts or commissions were paid with respect to such sale.

The Company also issued to I-Bankers (or its designees) 75,000 Class A ordinary shares as Representative Shares.

A total of $115,000,000 of the proceeds from the IPO and the sale of the Private Placement Units was placed in a U.S.-based trust account maintained by Equiniti Trust Company LLC, acting as trustee, with the remaining $3,675,500 of proceeds from the Private Placement Units going to the Company’s working capital account (a portion of which was used to pay offering expenses). Except with respect to interest earned on the funds in the trust account that may be released to the Company to pay its taxes and up to $100,000 for winding up and dissolution expenses, the funds held in the trust account will not be released from the trust account until the earliest of (i) the completion of the Company’s initial business combination, (ii) the redemption of the Company’s public shares if it is unable to complete its initial business combination within 24 months from the closing of the IPO (or by such earlier liquidation date as the Company’s board of directors may approve), subject to applicable law, and (iii) the redemption of the Company’s public shares properly submitted in connection with a shareholder vote to amend the Company’s Amended and Restated Memorandum and Articles of Association to modify the substance or timing of its obligation to redeem 100% of the Company’s public shares if it has not consummated an initial business combination within 18 months from the closing of the IPO or with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity.

Each unit consists of one Class A ordinary share and one right. Each right entitles the holder to receive one-tenth (1/10) of one Class A ordinary share upon the completion of an initial business combination. Following the separation of the units, the Class A ordinary shares and rights trade separately on Nasdaq under the symbols “EMIS” and “EMISR,” respectively.

Our Management Team

We believe a successful management team operating an acquisition vehicle within our category of interest must possess at least four key areas of expertise to be successful.

1.	Financial<br> Expertise, including the ability to generate transaction ideas, source prospects, understand and manage risk, structure opportunities,<br> finance transactions, execute deals, and deliver financial results.
2.	Acquisition<br> Expertise, including the ability and professional service relationships to source, evaluate, due diligence, value and legally<br> structure cross country mergers and/or acquisitions and to effectively integrate and operate businesses in the public market domain.
3.	Capital<br> Markets Expertise, including the leveraging of deep US public market and senior exchange listing knowledge and relationships,<br> combined with strong capabilities across private equity and debt markets. This is complemented by a solid local presence in the Asia-Pacific<br> region to enhance foreign target sourcing and facilitate efficient transaction execution
4.	Human<br> Capital Expertise, including the ability to recruit, manage, engage, and develop world-class talent.

Our management team is led by our Chairman of the Board of Directors and Chief Executive Officer, Peter Goldstein, and our Chief Financial Officer and director, David Lowenstein.

Mr. Goldstein is a capital markets strategist and serial entrepreneur with over 30 years of leadership across public and private companies. As a seasoned C-suite executive, founder, and investment banker, he brings deep expertise in IPO execution, cross-border M&A, and public company governance. Goldstein has built and led multiple ventures through market cycles, earning recognition as a trusted voice navigating the evolving landscape of Wall Street and global finance. He is the founder and CEO of Exchange Listing, LLC, guiding emerging growth companies through senior exchange listings on Nasdaq and NYSE. He is also the founder and CEO of Emmis Capital, a bridge capital fund for financing growth companies listing on Nasdaq and NYSE. He previously founded and led Grandview Capital, a FINRA-registered investment bank focused on high-impact capital formation for entrepreneurial growth Companies.

Mr. Lowenstein is a senior executive with broad experience scaling businesses from start-up to IPO and subsequent public and private market success and has particularly strong expertise in mergers and acquisitions, strategic planning as well as both public and private financing and has served on the boards of several public companies. Mr. Lowenstein was a Co-Founder, Director and Consultant at SOURCECORP (NASDAQ: SRCP) and served in various senior management positions. Mr. Lowenstein was also previously a Director and Audit Chair of Cricket Media (TSX.V: CKT), Board Chairman, Chair of the Compensation and Nominating committees, and Audit committee member of The Princeton Review (NASDAQ: REVU) and has also been a director of CAPITAL ENVIRONMENTAL SERVICES INC. (NASDAQ: CERI).

Anna C Mallon is the founder and host of Global Investor Circles since 2024. She is also the founder and CIO of ExitPath Ventures since April 2024, as well as founder, VC lead and investor at S2L Ventures since 2016. Previously, she was the venture capital and startups lead at Amazon Web Services from January 2020 to October 2023 and the Pre-VC startups and ecosystem lead there from January 2020 to August 2023. She was the founding director, corporate L&D at The Creative Experience from MONTH, 2013 to MONTH, 2021. Ms. Mallon holds a B.A(Hons) from The Open university and an executive MBA from the Fox School of Business at Temple University. We believe that Ms. Mallon’s extensive experience with raising capital and assisting venture capital and startups makes her an ideal fit for our Board.

Low Koon Poh has been a director in IPO Partners Limited since July 2014 and the managing partner at KL Management Services since November 2002. He has also served as an independent director on the board of Advance Health Intelligence Limited since July 2020. He was executive chairman and chief executive officer of Medi Lifestyle Limited from June 2019 to February 2024 as well as an independent director on the board of Catalano Seafood Limited from March 2021 to October 2023. He is also a member of the Association of Chartered Certificate Accountants since 1998 and the Malaysian Institute of Accountants since 1999. He previously completed education at Kolej Damansara Utama and Sek. Men. Taman SEA. We believe that Mr. Low’s extensive experience with corporate organizations as well as his international experience makes him an ideal fit for our Board.

Seth Farbman is the founder, chairman and president of VStock Transfer LLC since January 2011. He is also the founder of Share Media, LLC since January 2023, and co-chairman of vCheck Global LLC since January 2013. Mr. Farbman was also the co-founder of eSignatureGuarantee LLC from December 2015 to July 2025 and Vcorp Services from April 2008 to October 2016. He holds a B.A from Yeshiva University and J.D. from Cardozo School of Law. We believe that Mr. Farbman’s vast experience with to be listed and listed companies makes him an ideal fit for our Board.

Acquisition Criteria

While we may pursue an acquisition opportunity in any business, industry, sector, or geographic location, we intend to focus our efforts on businesses domiciled in Southeast Asia and North America. We believe this focus will allow us to leverage the industry knowledge, operational expertise, and extensive networks of our officers, directors, and affiliates of our sponsor. Accordingly, we expect to concentrate on target companies primarily within the service, manufacturing, and distribution sectors, including but not limited to industrial, business, educational, financial, healthcare, and software services.

Further, our efforts to identify a prospective target business is not limited to any characteristics, although we expect to favor potential target companies with certain characteristics which include, but are not limited to, demonstrable revenues, EBITDA and compelling growth opportunities positive long term growth prospects, competitive advantages, consolidation opportunities, recurring or predictable revenue or the potential for recurring revenue, opportunities for operational improvement and attractive margins or potentially attractive profit margins.

These criteria are not intended to be exhaustive or exclusive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. A potential target company may not have all or any of the characteristics described above.

Initial Business

Combination

So long as we obtain and maintain a listing for our Class A ordinary shares on Nasdaq, we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm or another independent firm that commonly renders valuation opinions with respect to the satisfaction of such criteria. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of a target’s assets or prospects. Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors.

We could raise additional proceeds to complete our initial business combination by issuing a class of equity or equity-linked securities in a private placement. The amount and other terms and conditions of any such private placement would be determined at the time thereof. We are not obligated to make any private placement and may determine not to do so. Pursuant to the anti-dilution provisions of our Class B ordinary shares, any such private placement would result in an adjustment to the conversion ratio such that the founder shares would continue to represent 20% of the sum of the total number of all ordinary shares issued and outstanding upon completion of our IPO (not including the private placement shares) plus all shares issued in the private placement, unless the holders of a majority of the then-issued and outstanding Class B ordinary shares agree to waive such adjustment with respect to the private placement at the time thereof. We cannot determine at this time whether a majority of the holders of our Class B ordinary shares at the time of any such private placement would agree to waive such adjustment to the conversion ratio. They may waive such adjustment due to (but not limited to) the following: (i) closing conditions which are part of the agreement for our initial business combination; (ii) negotiation with Class A shareholders on structuring an initial business combination; or (iii) negotiation with parties providing financing which would trigger the anti-dilution provisions of the Class B ordinary shares. If such adjustment is not waived, the private placement would not reduce the percentage ownership of holders of our Class B ordinary shares, but would reduce the percentage ownership of holders of our Class A ordinary shares. If such adjustment is waived, the private placement would reduce the percentage ownership of holders of both classes of our ordinary shares.

We anticipate structuring our initial business combination either (i) in such a way so that the post-transaction company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses, or (ii) in such a way so that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders, or for other reasons. However, we will only complete an initial business combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the initial 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 issued and outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our issued and 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-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of Nasdaq’s 80% fair market value test. If the initial business combination involves more than one target business, the 80% fair market value test will be based on the aggregate value of all of the transactions and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable. So long as we obtain and maintain a listing for our Class A ordinary shares on Nasdaq, we would be required to comply with such 80% rule.

We do not believe we will need to raise additional funds in order to meet our anticipated operating expenses. However, if our estimates of the costs of identifying a target business, undertaking due diligence and negotiating an initial 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 initial business combination. Moreover, we may need to obtain additional financing either to complete our initial business combination or because we become obligated to redeem a significant number of our public shares upon completion of our initial business combination, in which case we may issue additional securities or incur debt in connection with such business combination. In addition, we intend to target businesses with enterprise values that are greater than we could acquire with the net proceeds of our IPO and the sale of the private placement shares, and, as a result, if the cash portion of the purchase price exceeds the amount available from the trust account, net of amounts needed to satisfy redemptions by public shareholders, we may be required to seek additional financing to complete such proposed initial business combination. We may also obtain financing prior to the closing of our initial business combination to fund our working capital needs and transaction costs in connection with our search for and completion of our initial business combination. There is no limitation on our ability to raise funds through the issuance of equity or equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to any forward purchase agreements or backstop agreements we may enter into. Any such additional financing may cause material dilution to the holders of our public shares. 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 initial 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 initial business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

Our Business

Combination Process

In evaluating prospective business combinations, we expect to conduct a thorough due diligence review that will encompass, among other things, a review of historical and projected financial and operating data, meetings with management and their advisors (if applicable), on-site inspection of facilities and assets to the extent possible, document reviews, as well as a review of financial, operational, legal and other information which will be made available to us and which we deem appropriate. We will also utilize our expertise and our sponsor’s expertise in analyzing companies and evaluating operating projections, financial projections and determining the appropriate return expectations.

We expect to encounter intense competition from other entities, including private investors (which may be individuals, investment partnerships or other entities), other SPACs and other entities seeking to acquire businesses with characteristics similar to those described herein. In recent years, the number of SPACs that have been formed has increased substantially. Because there are more SPACs seeking to enter into initial business combinations with available targets, the competition for available targets with attractive fundamentals or business models may increase, which could cause target companies to demand improved financial terms, which could increase the cost of, delay or otherwise complicate or frustrate our ability to find and consummate an initial business combination.

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

Members of our management team and our independent directors directly or indirectly own founder shares and/or private placement units and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. The low price that our sponsor, executive officers and directors (directly or indirectly) paid for the founder shares creates an incentive whereby our officers and directors could potentially make a substantial profit even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. If we are unable to complete our initial business combination within the completion window, or by such earlier liquidation date as our board of directors may approve, the founder shares and private placement units (and the securities comprising such units) may expire worthless, except to the extent they receive liquidating distributions from assets outside the trust account, which could create an incentive for our sponsor, executive officers and directors to complete a transaction even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination.

Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity, subject to their fiduciary duties under Cayman Islands law. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by law: (i) no individual serving as a director or an officer, among other persons, shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us, and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which (a) may be a corporate opportunity for any director or officer, on the one hand, and us, on the other or (b) the presentation of which would breach an existing legal obligation of a director or officer to any other entity. As such, the fiduciary duties or contractual obligations of our officers or directors could materially affect our ability to complete our initial business combination.

We have filed a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as amended, or 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.

Potential Additional

Financings

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 completion of the business combination, in which case we may issue additional securities or incur debt in connection with such business combination. If we raise additional funds through equity or convertible debt issuances, our public shareholders may suffer significant dilution and these securities could have rights that rank senior to our public shares. If we raise additional funds through the incurrence of indebtedness, such indebtedness would have rights that are senior to our equity securities and could contain covenants that restrict our operations. Further, as described above, due to the anti-dilution rights of our founder shares, our public shareholders may incur material dilution. In addition, we intend to target businesses with enterprise values that are greater than we could acquire with the net proceeds of our IPO and the sale of the private placement units, and, as a result, if the cash portion of the purchase price exceeds the amount available from the trust account, net of amounts needed to satisfy any redemptions by public shareholders, we may be required to seek additional financing to complete such proposed initial business combination. We may also obtain financing prior to the closing of our initial business combination to fund our working capital needs and transaction costs in connection with our search for and completion of our initial business combination. There is no limitation on our ability to raise funds through the issuance of equity or equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop agreements we may enter into. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our initial business combination. If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to liquidate the trust account. In addition, following our initial business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

Sponsor Information

Our sponsor, Emmis Capital Sponsor LLC, is a Delaware limited liability company, which was recently formed to invest in our company. Although our sponsor is permitted to undertake any activities permitted under the Delaware Limited Liability Company Act and other applicable law, our sponsor’s business is focused on investing in our company. Peter Goldstein is the sole managing member of Emmis Capital Sponsor LLC and holds voting and investment discretion with respect to the ordinary shares held of record by the sponsor. Peter Goldstein, our CEO and director, will receive an indirect interest in approximately 1,595,667 of our founder shares and 60,000 of our private placement units to be purchased by the sponsor.

In addition, our officers and directors have received for their services as an officer and/or director an indirect interest in the founder shares through membership interests in our sponsor. David Lowenstein, our CFO and director, will receive an indirect interest in approximately 393,889 of our founder shares. Anna C Mallon, Low Koon Poh and Seth Farbman, our independent directors. will each receive an indirect interest in 35,000 founder shares. Certain members of our sponsor, including Mr. Lowenstein, Ms. Mallon and Mr. Poh are non U.S persons.

Other third-party accredited investors with pre-existing business relationships with our management team have an indirect interest in our founder shares and private placement units purchased by the sponsor through membership interests in Emmis Capital Sponsor LLC, but other than Mr. Goldstein, no other person has a direct or indirect material interest in our sponsor. Other than members of our management team who are members of our sponsor, none of the other members of our sponsor will participate in our company’s activities. Other than Mr. Goldstein, no other member will have the right to control the sponsor or participate in any decision regarding the disposal of any security held by the sponsor, or otherwise.

Combination Targets

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

This network has provided our management team with a flow of referrals that has resulted in numerous transactions which were proprietary or where a limited group of investors were invited to participate in the sale process. We believe that the network of contacts and relationships of our management team will provide us important sources of investment opportunities. In addition, we anticipate that target business combination candidates will be brought to our attention from various unaffiliated sources, including investment market participants, private equity funds and large business enterprises seeking to divest non-core assets or divisions.

In addition, our sponsor and our 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. As a result, our sponsor, officers and directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other special purpose acquisition company with which they may become involved. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination target which could materially affect our ability to complete our initial business combination. In the event they become involved in other SPACs seeking initial business combinations, our sponsor, officers and directors may have conflicts of interest in determining whether to present business combination opportunities to us or to any other SPAC with which they may become involved. If any of our sponsor, officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he, she or it has then-current fiduciary or contractual obligations, then, he, she or it may be required to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination target, which could materially affect our ability to complete our initial business combination. Notwithstanding the foregoing, it is currently expected that, with respect to acquisition opportunities, our Company will have priority over any other SPACs with which our sponsor, officers or directors become involved until we complete our initial business combination or enter into a contractual agreement that would restrict our ability to engage in material discussions regarding a potential initial business combination.

Status as a Public

Company

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

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

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

We are an “emerging growth company,” as defined in the JOBS Act. 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 our IPO, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that is held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

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 the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates is equal to or exceeds $250 million as of the prior June 30, or (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates is equal to or exceeds $700 million as of the prior June 30^th^.

In addition, prior to the consummation of a business combination, only holders of our Class B ordinary shares will have the right to vote on the appointment or removal of directors. As a result, Nasdaq will consider us to be a “controlled company” within the meaning of Nasdaq corporate governance standards. Under Nasdaq corporate governance standards, a company of which more than 50% of the voting power for the appointment of directors is held by an individual, group or another company is a “controlled company” and may elect to utilize exemptions from certain of Nasdaq’s corporate governance requirements. We intend to utilize one or more of these exemptions, including that we will not select director nominees through either (i) a vote solely of independent directors or (ii) a nominations committee comprised solely of independent directors. Accordingly, you will not have the same protections afforded to shareholders of companies that are subject to all of the Nasdaq corporate governance requirements.

Financial Position

With funds available for a business combination initially in the amount of $111,550,000, we offer a target business a variety of options, such as creating a liquidity event for its owners, providing capital for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt ratio. Because we are able to complete our initial business combination using our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to the target business to fit its needs and desires. However, we have not taken any steps to secure third party financing and there can be no assurance it will be available to us.

Effecting our

initial business combination

General

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

If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or used for redemptions of our Class A ordinary shares, we may use the balance of the cash released to us from the trust account following the closing for general corporate purposes, including for maintenance or expansion of operations of the post-transaction company, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies, or for working capital.

We may seek to raise additional funds through a private offering of debt or equity securities in connection with the completion of our initial business combination and we may effectuate our initial business combination using the proceeds of such offering rather than using the amounts held in the trust account. In addition, we intend to target businesses with enterprise values that are greater than we could acquire with the net proceeds of our IPO and the sale of the private placement units, and, as a result, if the cash portion of the purchase price exceeds the amount available from the trust account, net of amounts needed to satisfy any redemptions by public shareholders, we may be required to seek additional financing to complete such proposed initial business combination. Subject to compliance with applicable securities laws, we would expect to complete such financing only simultaneously with the completion of our initial business combination. In the case of an initial business combination funded with assets other than the trust account assets, our proxy materials or tender offer documents disclosing the initial business combination would disclose the terms of the financing and, only if required by law, we would seek shareholder approval of such financing. There is no limitation on our ability to raise funds through the issuance of equity or equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop agreements we may enter into. At this time, we are not a party to any arrangement or understanding with any third party with respect to raising any additional funds through the sale of securities or otherwise. None of our sponsors, officers, directors or shareholders is required to provide any financing to us in connection with or after our initial business combination.

Sources of Target

Businesses

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

Prior to or in connection with the completion of our initial business combination, there may be payment by the company to our sponsor, officers or directors, or our or their affiliates, of a finder’s fee, advisory fee, consulting fee or success fee for any services they render in order to effectuate the completion of our initial business, which, if made prior to the completion of our initial business combination, will be paid from funds held outside the trust account.

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

Evaluation of

a Target Business and Structuring of Our Initial Business Combination

In evaluating a prospective target business, we expect to conduct a due diligence review which may encompass, among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities, as applicable, as well as a review of financial, operational, legal and other information which will be made available to us. If we determine to move forward with a particular target, we will proceed to structure and negotiate the terms of the business combination transaction.

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.

Lack of Business

Diversification

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

●	subject us to negative economic, competitive<br> and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate<br> after our initial business combination, and
●	cause us to depend on the marketing<br> and sale of a single product or limited number of products or services.

Limited Ability

to Evaluate the Target’s Management Team

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

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

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

Shareholders

May Not Have the Ability to Approve Our Initial Business Combination

We may conduct redemptions without a shareholder vote pursuant to the tender offer rules of the SEC unless shareholder approval is required by applicable law or stock exchange listing requirements or we choose to seek shareholder approval for business or other legal reasons. Presented in the table below is a graphic explanation of the types of initial business combinations we may consider and whether shareholder approval is currently required under Cayman Islands law for each such transaction.

Type<br> of Transaction	Whether<br><br> Shareholder<br> Approval is<br> Required
Purchase of assets	No
Purchase of stock,<br> shares or other equity interests of target not involving a merger with the company	No
Merger of target<br> into a subsidiary of the company	No
Merger of the company<br> with a target	Yes

Under Nasdaq’s listing rules, shareholder approval would be required for our initial business combination if, for example:

●	We issue ordinary shares that will<br> be equal to or in excess of 20% of the number of our ordinary shares then outstanding (other than in a public offering);
●	Any of our directors, officers or<br> substantial shareholders (as defined by Nasdaq rules) has a 5% or greater interest earned on the trust account (or such persons collectively<br> have a 10% or greater interest), directly or indirectly, in the target business or assets to be acquired or otherwise and the present<br> or potential issuance of ordinary shares could result in an increase in outstanding ordinary shares or voting power of 5% or more; or
●	The issuance or potential issuance<br> of ordinary shares will result in our undergoing a change of control.

●

We issue ordinary shares that will be equal to or in excess of 20% of the number of our ordinary shares then outstanding (other than in a public offering);

●

Any of our directors, officers or substantial shareholders (as defined by Nasdaq rules) has a 5% or greater interest earned on the trust account (or such persons collectively have a 10% or greater interest), directly or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of ordinary shares could result in an increase in outstanding ordinary shares or voting power of 5% or more; or

●

The issuance or potential issuance of ordinary shares will result in our undergoing a change of control.

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

Permitted Purchases

of Our Securities

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

Additionally, at any time at or prior to our initial business combination, subject to applicable securities laws (including with respect to material nonpublic information), our sponsor, initial shareholders, directors, officers, advisors and their affiliates may enter into transactions with investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of our initial business combination or not redeem their public shares. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the trust account will be used to purchase public shares or Share Rights in such transactions.

The purpose of any such transactions could be to (1) increase the likelihood of obtaining shareholder approval of the business combination, (2) reduce the number of Share Rights outstanding and/or increase the likelihood of approval on any matters submitted to the Share Rights holders for approval in connection with our initial business combination or (3) satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible.

Our sponsor, initial shareholders, directors, officers, advisors and their affiliates anticipate that they may identify the shareholders with whom our sponsor, initial shareholders, directors, officers, advisors and their affiliates may pursue privately negotiated transactions by either the shareholders contacting us directly or by our receipt of redemption requests submitted by shareholders (in the case of Class A ordinary shares) following our mailing of proxy materials in connection with our initial business combination. To the extent that our sponsor, initial shareholders, directors, officers, advisors and their affiliates enter into a private transaction, they would identify and contact only potential selling or redeeming shareholders who have expressed their election to redeem their shares for a pro rata share of the trust account or vote against our initial business combination, whether or not such shareholder has already submitted a proxy with respect to our initial business combination but only if such shares have not already been voted at the general meeting related to our initial business combination. Our sponsor, initial shareholders, directors, officers, advisors and their affiliates will select which shareholders to purchase shares from based on the negotiated price and number of shares and any other factors that they may deem relevant, and will be restricted from purchasing shares if such purchases do not comply with Regulation M under the Exchange Act and the other federal securities laws.

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

●	our registration statement/proxy statement<br> filed for our business combination transaction would disclose the possibility that our sponsor, initial shareholders, directors, officers,<br> advisors and their affiliates may purchase public shares or Share Rights from public shareholders outside the redemption process, along<br> with the purpose of such purchases;
●	if our sponsor, initial shareholders,<br> directors, officers, advisors and their affiliates were to purchase public shares or Share Rights from public shareholders, they would<br> do so at a price no higher than the price offered through our redemption process;

●	our registration statement/proxy statement<br> filed for our business combination transaction would include a representation that any of our securities purchased by our sponsor, initial<br> shareholders, directors, officers, advisors and their affiliates would not be voted in favor of approving the business combination transaction;
●	our sponsor, initial shareholders,<br> directors, officers, advisors and their affiliates would not possess any redemption rights with respect to our securities or, if they<br> do acquire and possess redemption rights, they would waive such rights; and
●	we would disclose in a Form 8-K, before<br> our security holder meeting to approve the business combination transaction, the following material items:
---	---
●	the amount of our securities purchased<br> outside of the redemption offer by our sponsor, initial shareholders, directors, officers, advisors and their affiliates, along with the<br> purchase price;
---	---
●	the purpose of the purchases by our<br> sponsor, initial shareholders, directors, officers, advisors and their affiliates;
●	the impact, if any, of the purchases<br> by our sponsor, initial shareholders, directors, officers, advisors and their affiliates on the likelihood that the business combination<br> transaction will be approved;
●	the identities of our security holders<br> who sold to our sponsor, initial shareholders, directors, officers, advisors and their affiliates (if not purchased on the open market)<br> or the nature of our security holders (e.g., 5% security holders) who sold to our sponsor, initial shareholders, directors, officers,<br> advisors and their affiliates; and
●	the number of our securities for which<br> we have received redemption requests pursuant to our redemption offer.

Please see “Risk Factors — If weseek shareholder approval of our initial business combination, our sponsor, initial shareholders, directors, officers, advisors and theiraffiliates may elect to purchase shares or Share Rights from public shareholders, which may influence a vote on a proposed business combinationand reduce the public “float” of our Class A ordinary shares or Share Rights.”

Redemption Rights

for Public Shareholders upon Completion of Our Initial Business Combination

We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares, regardless of whether they abstain, vote for, or vote against, our initial business combination, upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account (less taxes payable), divided by the number of then outstanding public shares, subject to the limitations and on the conditions described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the business combination marketing fees we will pay to the underwriters. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares, private placement shares and any public shares they may hold in connection with the completion of our initial business combination.

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

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) without a shareholder vote by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement or whether we were deemed to be a foreign private issuer (which would require a tender offer rather than seeking shareholder approval under SEC rules), as described above under the heading “Shareholders May Not Have the Ability to Approve Our Initial Business Combination.” Asset acquisitions and share purchases would not typically require shareholder approval while direct mergers with our company (other than with a 90% subsidiary of ours) and any transactions where we issue more than 20% of our issued and outstanding ordinary shares or seek to amend our amended and restated memorandum and articles of association would require shareholder approval. So long as we obtain and maintain a listing for our securities on Nasdaq, we will be required to comply with Nasdaq’s shareholder approval rules.

The requirement that we provide our public shareholders with the opportunity to redeem their public shares by one of the two methods listed above are contained in provisions of our amended and restated memorandum and articles of association and will apply whether or not we maintain our registration under the Exchange Act or our listing on Nasdaq. Such provisions may be amended if approved by a special resolution, which requires the affirmative vote of at least two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company, so long as we offer redemption in connection with such amendment.

If we provide our public shareholders with the opportunity to redeem their public shares in connection with a general meeting, we will, pursuant to our amended and restated memorandum and articles of association:

●	conduct the redemptions in conjunction<br> with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant<br> to the tender offer rules, and
●	file proxy materials with the SEC.

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

If we seek shareholder approval, we will complete our initial business combination only if we receive an ordinary resolution under Cayman Islands law and our amended and restated memorandum and articles of association, which requires the affirmative vote of at least a majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company. A quorum for such meeting will be present if the holders of at least one third of issued and outstanding shares entitled to vote at the meeting are represented in person or by proxy. Our sponsor, officers and directors will count toward this quorum and, pursuant to the letter agreement, our sponsor, officers and directors have agreed to vote their founder shares, private placement shares and any public shares purchased during or after our IPO (including in open market and privately-negotiated transactions, aside from shares they may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act, which would not be voted in favor of approving the business combination transaction) in favor of our initial business combination. For purposes of seeking approval of an ordinary resolution, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. Assuming that only the holders of one-third of our issued and outstanding ordinary shares, representing a quorum under our amended and restated memorandum and articles of association vote their shares at a general meeting of the company, we will not need any public shares in addition to our founder shares to be voted in favor of an initial business combination in order to approve an initial business combination. However, if our initial business combination is structured as a statutory merger or consolidation with another company under Cayman Islands law, the approval of our initial business combination will require a special resolution, which requires the affirmative vote of at least two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company. In addition, prior to the closing of our initial business combination, only holders of our Class B ordinary shares (i) will have the right to vote to appoint and remove directors prior to or in connection with the completion of our initial business combination and (ii) will be entitled to vote on continuing our company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend our constitutional documents or to adopt new constitutional documents, in each case, as a result of our approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). These quorum and voting thresholds, and the voting agreement of our sponsor, officers and directors, may make it more likely that we will consummate our initial business combination. Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or vote against the proposed transaction, or whether they do not vote or abstain from voting on the proposed transaction, or whether they were a public shareholder on the record date for the general meeting held to approve the proposed transaction.

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

●	conduct the redemptions pursuant to<br> Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and
●	file tender offer documents with the<br> SEC prior to completing our initial business combination which contain substantially the same financial and other information about the<br> initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation<br> of proxies.
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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 the initial business combination.

Upon the public announcement of our initial business combination, if we elect to conduct redemption pursuant to the tender offer rules, we or 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.

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

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

Limitation on

Redemption Upon Completion of Our Initial Business Combination If We Seek Shareholder Approval

If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to 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 our IPO 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 our IPO 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.

Delivering Share

Certificates in Connection with the Exercise of Redemption Rights

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

There is a nominal cost associated with the above-referenced process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the broker submitting or tendering shares a fee of approximately $100 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 submit or 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.

Any request to redeem such shares, once made, may be withdrawn at any time up to the date set forth in the proxy materials or tender offer documents, as applicable. Furthermore, if a 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 the end of the completion window.

Redemption of

Public Shares and Liquidation if No Initial Business Combination

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

Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to any founder shares held by them if we fail to complete our initial business combination within the completion window, although they will entitled to liquidating distributions from assets outside the trust account. However, if our sponsor or management team acquire public shares in or after our IPO, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the allotted completion window.

Our sponsor, officers, and directors 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) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within the completion window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity, in each case unless we provide our public shareholders with the opportunity to redeem their public shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (less taxes payable), divided by the number of then outstanding public shares.

We expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the approximately $1,250,000 of proceeds held outside the trust account, although we cannot assure you that there will be sufficient funds for such purpose. However, if those funds are not sufficient to cover the costs and expenses associated with implementing our plan of dissolution, to the extent that there is any interest accrued in the trust account not required to pay income taxes on interest income earned on the trust account balance, we may request the trustee to release to us an additional amount of up to $100,000 of such accrued interest to pay those costs and expenses.

If we were to expend all of the net proceeds of our IPO and the sale of the private placement units, other than the proceeds deposited in the trust account, and without taking into account interest, if any, earned on the trust account, the per-share redemption amount received by shareholders upon our dissolution would be approximately $10.00. The proceeds deposited in the trust account could, however, become subject to the claims of our creditors which would have higher priority than the claims of our public shareholders. We cannot assure you that the actual per-share redemption amount received by shareholders will not be substantially less than $10.00. 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 will seek to have all vendors, service providers, prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public shareholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the trust account including but not limited to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will consider whether competitive alternatives are reasonably available to us and will only enter into an agreement with such third party if management believes that such third party’s engagement would be in the best interests of the company under the circumstances. Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. TAAD, LLP, our independent registered public accounting firm, and the underwriters of our IPO have not and will not execute agreements with us waiving such claims to the monies held in the trust account. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. 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 (except for the Company’s independent registered public accounting firm), or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of our IPO against certain liabilities, including liabilities under the Securities Act. However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our sponsor’s only assets are securities of our company. Therefore, we cannot assure 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 $10.00 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.

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

We will seek to reduce the possibility that our sponsor will have to indemnify the trust account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account. Our sponsor will also not be liable as to any claims under our indemnity of the underwriters of our IPO against certain liabilities, including liabilities under the Securities Act. We will have access to up to approximately $1,250,000 from the proceeds of our IPO 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. In the event that our offering expenses exceed our estimate of $750,000, we may fund such excess with funds from the funds not to be held in the trust account. In such case, the amount of funds we intend to be held outside the trust account would decrease by a corresponding amount. Conversely, in the event that the offering expenses are less than our estimate of $700,000, the amount of funds we intend to be held outside the trust account would increase by a corresponding amount.

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

Our public shareholders will be entitled to receive funds from the trust account only (i) in the event of the redemption of our public shares if we do not complete our initial business combination within the completion window, (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 allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within the completion window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity or (iii) if they redeem their respective shares for cash upon the completion of our initial business combination, subject to applicable law and any limitations (including but not limited to cash requirements) created by the terms of the proposed business combination. In no other circumstances will a shareholder have any right or interest of any kind to or in the trust account. In the event we seek shareholder approval in connection with our initial business combination, a shareholder’s voting in connection with the business combination alone will not result in a shareholder’s redeeming its shares to us for an applicable pro rata share of the trust account. Such shareholder must have also exercised its redemption rights described above. These provisions of our amended and restated memorandum and articles of association, like all provisions of our amended and restated memorandum and articles of association, may be amended with a shareholder vote.

Comparison of

Redemption or Purchase Prices in Connection with Our Initial Business Combination and if We Fail to Complete Our Initial Business Combination.

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

	Redemptions<br> in Connection<br><br> <br>with<br> our Initial Business<br><br> <br>Combination	Other<br> Permitted<br><br> <br>Purchases<br> of Public Shares<br><br> <br>by<br> our Affiliates	Redemptions<br> if we fail to<br><br> <br>Complete<br> an Initial<br><br> <br>Business<br> Combination
Calculation<br> of redemption price	Redemptions at the time of our initial<br> business combination may be made pursuant to a tender offer or in connection with a shareholder vote. The redemption price will be the<br> same whether we conduct redemptions pursuant to a tender offer or in connection with a shareholder vote. In either case, our public shareholders<br> may redeem their public shares for cash equal to the aggregate amount then on deposit in the trust account calculated as of two business<br> days prior to the consummation of the initial business combination (which is initially anticipated to be $10.00 per share), including<br> interest earned on the funds held in the trust account (less taxes payable), divided by the number of then outstanding public shares,<br> subject to the limitation that no redemptions will take place if all of the redemptions would cause to be unable to satisfy any limitations<br> (including but not limited to cash requirements) agreed to in connection with the negotiation of terms of a proposed business combination.	If we seek shareholder approval of<br> our initial business combination, our sponsor, initial shareholders, directors, officers, advisors or their affiliates may purchase shares<br> or share rights in privately negotiated transactions or in the open market either prior to or following completion of our initial business<br> combination. If our sponsor, initial shareholders, directors, officers, advisors or their affiliates were to purchase shares of share<br> rights from public shareholders, they would do so at a price no higher than the price offered through our redemption process. If they<br> engage in such transactions, they will not make any such purchases when they are in possession of any material nonpublic information not<br> disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. We do not currently anticipate that<br> such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction<br> subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that<br> the purchases are subject to such rules, the purchasers will comply with such rules.	If we are unable to complete our initial<br> business combination within the completion window, we will redeem all public shares at a per-share price, payable in cash, equal to the<br> aggregate amount, then on deposit in the trust account (which is initially anticipated to be $10.00 per share), including interest earned<br> on the funds held in the trust account and not previously released to us (less taxes payable and up to $100,000 of interest to pay dissolution<br> expenses) divided by the number of then outstanding public shares.
Impact<br> to remaining shareholders	The redemptions in connection with<br> our initial business combination will reduce the book value per share for our remaining shareholders, who will bear the burden of the<br> business combination marketing fees and interest withdrawn in order to pay our taxes (to the extent not paid from amounts accrued as interest<br> on the funds held in the trust account).	If the permitted purchases described<br> above are made, there would be no impact to our remaining shareholders because the purchase price would not be paid by us.	The redemption of our public shares<br> if we fail to complete our initial business combination will reduce the book value per share for the shares held by our initial shareholders,<br> who will be our only remaining shareholders after such redemptions.

Competition

In identifying, evaluating and selecting a target business for our initial business combination, we may encounter competition from other entities having a business objective similar to ours, including other special purpose acquisition 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 identifying and effecting business combinations directly or through affiliates. Moreover, many of these competitors possess similar or greater financial, technical, human and other resources than us. Our ability to acquire larger target businesses will be limited by our available financial resources. This inherent limitation gives others an advantage in pursuing the acquisition of a target business. Furthermore, our obligation to pay cash in connection with our public shareholders who exercise their redemption rights may reduce the resources available to us for our initial business combination and our issued and outstanding Share Rights, and the future dilution they potentially represent, may not be viewed favorably by certain target businesses. Either of these factors may place us at a competitive disadvantage in successfully negotiating an initial business combination.

Facilities

We currently maintain our executive offices at 515 E Las Olas Blvd, Suite 120, Fort Lauderdale, Florida 33301. The cost for this space is included in the $10,000 per month fee that we will pay Emmis Capital Sponsor LLC for office space, administrative and support services. We consider our current office space adequate for our current operations. We consider our current office space adequate for our current operations.

Employees

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

Periodic Reporting

and Financial Information

We have registered our Class A ordinary shares and Share Rights under the Exchange Act and have reporting obligations, including the requirement that we file annual, quarterly and current reports with the SEC. In accordance with the requirements of the Exchange Act, our annual reports will contain financial statements audited and reported on by our independent registered public accountants.

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

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

We 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 Law. As an exempted company, we have applied for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (Revised) of the Cayman Islands, for a period of 30 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividends or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to 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 our IPO, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt 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 the fiscal year in which (1) the market value of our Class A ordinary shares held by non-affiliates equals or exceeds $250 million as of the end of that year’s second fiscal quarter, or (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our Class A ordinary shares held by non-affiliates exceeds $700 million as of the end of that year’s second fiscal quarter.

Legal Proceedings

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

RISK

FACTORS SUMMARY

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

●	We are a blank check company with no operating history and no revenues, and you have no basis on which to<br> evaluate our ability to achieve our business objective.
●	Our public shareholders may not be afforded an opportunity to vote on our proposed<br> initial business combination, and even if we hold a vote, holders of our founder shares will participate in such vote, which means we<br> may complete our initial business combination even though a majority of our public shareholders do not support such a combination.
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●	Your only opportunity to effect your<br> investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from<br> us for cash.
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●	Our sponsor will control the appointment<br> of our board of directors until consummation of our initial business combination and will hold a substantial interest in us. As a result,<br> it will appoint all of our directors prior to the consummation of our initial business combination and may exert a substantial influence<br> on actions requiring a shareholder vote, potentially in a manner that you do not support.
●	If we seek shareholder approval of<br> our initial business combination, our initial shareholders and management team have agreed to vote in favor of such initial business combination,<br> regardless of how our public shareholders vote.
●	The ability of our public shareholders<br> to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make<br> it difficult for us to enter into a business combination with a target.
●	The ability of our public shareholders<br> to exercise redemption rights with respect to a large number of our shares and the amount of business combination marketing fees may not<br> allow us to complete the most desirable business combination or optimize our capital structure, and may substantially dilute your investment<br> in us.
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●	The requirement that we complete our<br> initial business combination within the completion window may give potential target businesses leverage over us in negotiating a business<br> combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular<br> as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that<br> would produce value for our shareholders.
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●	If we seek shareholder approval of<br> our initial business combination, our sponsor, initial shareholders, directors, officers, advisors and their affiliates may elect to purchase<br> shares or Share Rights from public shareholders, which may influence a vote on a proposed business combination and reduce the public “float”<br> of our Class A ordinary shares or Share Rights.
●	You will not have any rights or interests<br> in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced<br> to sell your public shares or share rights, potentially at a loss.

●	Nasdaq may delist our securities from<br> trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional<br> trading restrictions.
●	The nominal purchase price paid by<br> our sponsor for the founder shares may result in significant dilution to the implied value of your public shares upon the consummation<br> of our initial business combination, and our sponsor is likely to make a substantial profit on its investment in us in the event we consummate<br> an initial business combination, even if the business combination causes the trading price of our ordinary shares to materially decline.
●	The value of the founder shares following<br> completion of our initial business combination is likely to be substantially higher than the nominal price paid for them, even if the<br> trading price of our ordinary at such time is substantially less than $10.00 per share.
●	You will not be entitled to protections<br> normally afforded to investors of many other blank check companies.
●	Past performance by our management<br> team, our advisors and their respective affiliates, including investments and transactions in which they have participated and businesses<br> with which they have been associated, may not be indicative of future performance of an investment in the company.
●	To mitigate the risk that we might<br> be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments<br> in the trust account, we may, at any time (based on our management team’s ongoing assessment of all factors related to our potential<br> status under the Investment Company Act), instruct the trustee to liquidate the investments held in the trust account and instead to hold<br> the funds in the trust account in cash or in an interest bearing demand deposit account at a bank until the earlier of the consummation<br> of our initial business combination or our liquidation. As a result, following the liquidation of investments in the trust account, we<br> would likely receive less interest on the funds held in the trust account, which would likely reduce the dollar amount our public shareholders<br> would receive upon any redemption or liquidation;
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●	If we are deemed to be an investment<br> company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be<br> restricted, which may make it difficult for us to complete our initial business combination.
●	Changes in laws or regulations, or<br> a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete<br> our initial business combination, and results of operations.
●	Our search for an initial business<br> combination, and any target business with which we may ultimately consummate an initial business combination, may be materially adversely<br> affected by current global geopolitical conditions resulting from the ongoing conflict in the Middle East and the Russia-Ukraine conflict.
●	Military or other conflicts in Ukraine,<br> the Middle East or elsewhere may lead to increased volume and price volatility for publicly traded securities, or affect the operations<br> or financial condition of potential target companies, which could make it more difficult for us to consummate an initial business combination.
●	We are vulnerable to changes in political<br> and economic conditions, including the effects of tariffs and/or international trade wars and disruptions to remittances.
●	An investment in our securities may<br> result in uncertain U.S. federal income tax consequences.
●	The other risks and uncertainties<br> discussed in “Risk Factors” and elsewhere in this prospectus.

ITEM

1A. RISK FACTORS

This

Annual Report contains forward-looking information based on our current expectations. You should carefully consider the risks and uncertainties described below together with all of the other information contained in this Annual Report, including our consolidated financial statements and the related notes appearing at the end of this Annual Report, before deciding whether 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, and Consummation of or Inability to Consummate, a Business Combination

Our public shareholders

may not be afforded an opportunity to vote on our proposed initial business combination, and even if we hold a vote, holders of our founder shares will participate in such vote, which means we may complete our initial business combination even though a majority of our public shareholders do not support such a combination.

We may choose not to hold a shareholder vote to approve our initial business combination unless the business combination would require shareholder approval under applicable law or stock exchange listing requirements. In such case, 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. Even if we seek shareholder approval, the holders of our founder shares will participate in the vote on such approval. Accordingly, we may complete our initial business combination even if holders of a majority of our ordinary shares do not approve of the business combination we complete. Please see the section entitled “Business — Shareholders May Not Have the Ability to Approve Our Initial Business Combination” for additional information.

If we seek shareholder

approval of our initial business combination, our initial shareholders and management team have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote.

Our initial shareholders own 25% of our issued and outstanding ordinary shares as of the date of this annual report (excluding the private placement shares and Representative Shares).

Our initial shareholders and management team 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 of an initial business combination, such initial business combination will be approved if we receive an ordinary resolution under Cayman Islands law and our amended and restated memorandum and articles of association, which requires the affirmative vote of at least a majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company. Assuming that only the holders of one-third of our issued and outstanding ordinary shares, representing a quorum under our amended and restated memorandum and articles of association, vote their ordinary shares at a general meeting of the company, we will not need any public shares in addition to our founder shares to be voted in favor of an initial business combination in order to approve an initial business combination. However, if our initial business combination is structured as a statutory merger or consolidation with another company under Cayman Islands law, the approval of our initial business combination will require a special resolution, which requires the affirmative vote of at least two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company. Accordingly, if we seek shareholder approval of our initial business combination, the agreement by our initial shareholders and management team to vote in favor of our initial business combination will increase the likelihood that an ordinary resolution will be passed, being the requisite shareholder approval for such initial business combination.

Your only opportunity

to effect your 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 our initial business combination. 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 vote. Accordingly, your only opportunity to effect your investment decision regarding our initial 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. The amount of the business combination marketing fees payable to the underwriters will be adjusted for any shares that are redeemed in connection with an initial business combination, subject to a minimum fee of $1,000,000. The per share amount we will distribute to shareholders who properly exercise their redemption rights will not be reduced by the business combination marketing fees and after such redemptions, the per-share value of shares held by non-redeeming shareholders will reflect our obligation to pay the business combination marketing fees.

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 minimum cash requirement for (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. 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. Consequently, if accepting all properly submitted redemption requests would not allow us 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. 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 stockholders to exercise redemption rights with respect to a large number of our shares and the amount of the business combination marketing fee may not allow us to complete the most desirable business combination or optimize our capital structure, and may substantially dilute your investment in us.

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 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, we will need to reserve a portion of the cash in the trust account to meet such requirements, or arrange for third party financing. In addition, if a larger number of shares are submitted for redemption than we initially expected, we may need to restructure the transaction to reserve a greater portion of the cash in the trust account or arrange for third party financing. Raising additional third party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. The amount of the business combination marketing fee payable to I-Bankers is not available for us to use as consideration in an initial business combination. If we are able to consummate an initial business combination, the per-share value of shares held by non-redeeming shareholders will reflect our obligation to pay, and the payment of, the business combination marketing fee. Furthermore, this dilution would increase to the extent that the anti-dilution provision of the Class B ordinary shares results in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares at the time of our initial business combination. In addition, the amount of the business combination marketing fees payable to the underwriters will be adjusted for any shares that are redeemed in connection with an initial business combination, subject to a minimum fee of $1,000,000. The per share amount we will distribute to shareholders who properly exercise their redemption rights will not be reduced by the business combination marketing fees and after such redemptions, the amount held in trust will continue to reflect our obligation to pay the business combination marketing fees. The above considerations may limit our ability to complete the most desirable business combination available to us or optimize our capital structure. As a result, our obligations to redeem public shares for which redemption is requested and to pay the business combination marketing fees may not allow us to complete the most desirable business combination or optimize our capital structure.

In addition, raising additional third-party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. Furthermore, this dilution would increase to the extent that the anti-dilution provisions of the Class B ordinary shares result in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares at the time of our business combination. The above considerations may limit our ability to complete the most desirable business combination available to us or optimize our capital structure and may result in substantial dilution from your purchase of our Class A ordinary shares. The effect of this dilution will be greater for shareholders who do not redeem. The amount of the business combination marketing fees payable to the underwriters will be adjusted for any shares that are redeemed in connection with an initial business combination, subject to a minimum fee of $1,000,000, which may further dilute your investment. The per-share amount we will distribute to shareholders who properly exercise their redemption rights will not be reduced by the business combination marketing fees and after such redemptions, the per-share value of shares held by non-redeeming shareholders will reflect our obligation to pay the business combination marketing fees. We may not be able to generate sufficient value from the completion of our initial business combination in order to overcome the dilutive impact of these and other factors, and, accordingly, you may incur a net loss on your investment. Please see “— Risks Relating to Our Securities — The nominal purchase price paid byour sponsor for the founder shares may result in significant dilution to the implied value of your public shares upon the consummationof our initial business combination, and our sponsor is likely to make a substantial profit on its investment in us in the event we consummatean initial business combination, even if the business combination causes the trading price of our ordinary shares to materially decline.”

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 your exercise of redemption rights until we liquidate or you are able to sell your shares in the open market.

The requirement

that we complete our initial business combination within the completion window 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 complete our initial business combination within the completion window. 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, 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. The length of time it may take us to complete our diligence and negotiate a business combination may reduce the amount of time available for us to ultimately complete an initial business combination should such diligence or negotiations not lead to a consummated initial business combination.

We may engage

one or more of our underwriters from our IPO or one of their respective affiliates to provide additional services to us after our IPO, which may include acting as M&A advisor in connection with an initial business combination or as placement agent in connection with a related financing transaction. Our underwriters are entitled to receive business combination marketing fees that will be released from the trust account only upon a completion of an initial business combination. These financial incentives may cause them to have potential conflicts of interest in rendering any such additional services to us, including, for example, in connection with the sourcing and consummation of an initial business combination.

We may engage one or more of our underwriters from our IPO or one of their respective affiliates to provide additional services to us, including, for example, identifying potential targets, providing M&A advisory services, acting as a placement agent in a private offering or arranging debt financing transactions. We may pay such underwriter or its affiliate fair and reasonable fees or other compensation that would be determined at that time in an arm’s length negotiation.

The underwriters are also entitled to receive business combination marketing fees that are conditioned on the completion of an initial business combination. The underwriters’ or their respective affiliates’ financial interests 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.

We may not be

able to complete our initial business combination within the completion window, in which case we would redeem our public shares.

We may not be able to find a suitable target business and complete our initial business combination within the completion window after the closing of our IPO. Our ability to complete our initial business combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein. If we have not completed our initial business combination within such time period, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter (and subject to lawfully available funds therefor), redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (which interest shall be net of taxes and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such case, our public shareholders may only receive $10.00 per share, or possibly less, and our Share Rights will expire without value to the holder. In certain circumstances, our public shareholders may receive less than $10.00 per share on the redemption of their shares. 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 $10.00 per share” and other risk factors described in this “Risk Factors” section.

We may decide

not to extend the term we have to consummate our initial business combination, in which case we would redeem our public shares, and the share rights may be worthless.

We have until the date that is 18 months from the closing of our IPO or until such earlier liquidation date as our board of directors may approve, to consummate our initial business combination. If we anticipate that we may be unable to consummate our initial business combination within such period, we may seek shareholder approval to amend our amended and restated memorandum and articles of association to extend the date by which we must consummate our initial business combination. However, we may decide not to seek to extend the date by which we must consummate our initial business combination. If we do not seek to extend the date by which we must consummate our initial business combination, and we are unable to consummate our initial business combination within the 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 (and subject to lawfully available funds therefor), redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (which interest shall be net of taxes and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case, to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such event, the share rights may be worthless.

If we seek shareholder

approval of our initial business combination, our sponsor, initial shareholders, directors, officers and their affiliates may elect to purchase shares or Share Rights from public shareholders, which may reduce the public “float” of our Class A ordinary shares or Share Rights

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

Additionally, at any time at or prior to our initial business combination, subject to applicable securities laws (including with respect to material nonpublic information), our sponsor, initial shareholders, directors, officers and their affiliates may enter into transactions with investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of our initial business combination or not redeem their public shares. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the trust account will be used to purchase public shares or Share Rights in such transactions.

The purpose of any such transactions could be to (1) increase the likelihood of obtaining shareholder approval of the business combination, (2) reduce the number of Share Rights outstanding and/or increase the likelihood of approval on any matters submitted to the public Share Rights holders for approval in connection with our initial business combination or (3) satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible.

In addition, if such purchases are made, the public “float” of our securities may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. Additionally, in the event our sponsor, initial shareholders, directors, officers and their affiliates were to purchase public shares or Share Rights from public shareholders, such purchases would be structured in compliance with the requirements of Rule 14e-5 under the Exchange Act including, in pertinent part, through adherence to the following:

●	our registration statement/proxy statement<br> filed for our business combination transaction would disclose the possibility that our sponsor, initial shareholders, directors, officers,<br> advisors and their affiliates may purchase public shares or Share Rights from public shareholders outside the redemption process, along<br> with the purpose of such purchases;
●	if our sponsor, initial shareholders,<br> directors, officers, advisors and their affiliates were to purchase public shares or Share Rights from public shareholders, they would<br> do so at a price no higher than the price offered through our redemption process;
●	our registration statement/proxy statement<br> filed for our business combination transaction would include a representation that any of our securities purchased by our sponsor, initial<br> shareholders, directors, officers, advisors and their affiliates would not be voted in favor of approving the business combination transaction;
●	our sponsor, initial shareholders,<br> directors, officers, advisors and their affiliates would not possess any redemption rights with respect to our securities or, if they<br> do acquire and possess redemption rights, they would waive such rights; and

●	we would disclose in a Form 8-K, before<br> our security holder meeting to approve the business combination transaction, the following material items:
●	the amount of our securities purchased<br> outside of the redemption offer by our sponsor, initial shareholders, directors, officers, advisors and their affiliates, along with the<br> purchase price;
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●	the purpose of the purchases by our<br> sponsor, initial shareholders, directors, officers, advisors and their affiliates;
●	the impact, if any, of the purchases<br> by our sponsor, initial shareholders, directors, officers, advisors and their affiliates on the likelihood that the business combination<br> transaction will be approved;
●	the identities of our security holders<br> who sold to our sponsor, initial shareholders, directors, officers, advisors and their affiliates (if not purchased on the open market)<br> or the nature of our security holders (e.g., 5% security holders) who sold to our sponsor, initial shareholders, directors, officers,<br> advisors and their affiliates; and
●	the number of our securities for which<br> we have received redemption requests pursuant to our redemption offer.

Please see “Business — PermittedPurchases of Our Securities” for a description of how such persons will determine from which shareholders to seek to acquire securities.

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 submitting or 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 materials or tender offer documents, as applicable, such shareholder may not become aware of the opportunity to redeem its shares. In addition, proxy materials or tender offer documents, 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 tender or submit public shares for redemption. For example, we intend to require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to, at the holder’s option, either deliver their share certificates to our transfer agent, or to deliver their shares to our transfer agent electronically prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the scheduled vote on the proposal to approve the initial business combination. In addition, if we conduct redemptions in connection with a shareholder vote, we intend to require a public shareholder seeking redemption of its public shares to also submit a written request for redemption to our transfer agent two business days prior to the scheduled vote in which the name of the beneficial owner of such shares is included. In the event that a shareholder fails to comply with these or any other procedures disclosed in the proxy or tender offer materials, as applicable, its shares may not be redeemed. See the section of this annual report entitled “Business — Delivering Share Certificates in Connection with the Exercise of Redemption Rights.”

You will not

be entitled to protections normally afforded to investors of other blank check companies subject to Rule 419 of the Securities Act.

Since the net proceeds of our IPO and the sale of the private placement units are intended to be used to complete one or more initial business combinations with a target business or businesses that have not been selected, we may be deemed to be a “blank check” company under the United States securities laws. However, because we had net tangible assets in excess of $5,000,000 upon the completion of our IPO and the sale of the private placement units 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 we will have a longer period of time to complete our respective business combinations than do companies subject to Rule 419.

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 may 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, our amended and restated memorandum and articles of association provides that 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 shares with respect to more than an aggregate of 15% of the shares sold in our IPO, 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 are unable to complete our initial business combination, our public shareholders may receive only their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our Share Rights will expire worthless.

We expect to encounter 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 similar or greater technical, human and other resources to ours or more local industry knowledge than we do and our financial resources will be relatively limited when contrasted with those of many of these competitors. While we believe there are numerous target businesses we could potentially acquire with the net proceeds of our IPO and the sale of the private placement units, 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 are unable to complete our initial business combination, our public shareholders may receive only their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our Share Rights will expire worthless.

If the net proceeds

of our IPO and the sale of the private placement units not being held in the trust account are insufficient to allow us to operate for at least the duration of the completion window, it could limit the amount available to fund our search for a target business or businesses and complete our initial business combination, and we will depend on loans from our sponsor or management team to fund our search and to complete our initial business combination.

Of the net proceeds of our IPO, only $1,475,000 were 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 will be sufficient to allow us to operate for at least the duration of the completion window; however, we cannot assure you that our estimate is accurate. Of the funds available to us, we could 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 or merger agreements 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 or merger agreement 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.

If we are required to seek additional capital, we would need to borrow funds from our sponsor, management team or other third parties to operate or may be forced to liquidate.

Neither our sponsor, members of our management team nor any of their affiliates is under any obligation to advance funds to us in such circumstances. Any such advances would be repaid only from funds held outside the trust account or from funds released to us upon completion of our initial business combination. Up to $1,500,000 of such loans may be convertible into private placement units of the post-business combination entity at a price of $10.00 per unit at the option of the lender. Such units would be identical to the private placement units. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor 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 are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to liquidate the trust account. Consequently, our public shareholders may only receive an estimated $10.00 per share, or possibly less, on our redemption of our public shares, and our Share Rights will expire worthless.

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 $10.00 per 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, 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 consider whether competitive alternatives are reasonably available to us and will only enter into an agreement with such third party if management believes that such third party’s engagement would be in the best interests of the company under the circumstances. TAAD LLP, our independent registered public accounting firm, and the underwriters of our IPO have not and will not execute agreements with us waiving such claims to the monies held in the trust account.

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 are unable to complete our initial business combination within the prescribed timeframe, 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 10 years following redemption. Accordingly, the per-share redemption amount received by public shareholders could be less than the $10.00 per public share initially held in the trust account, due to claims of such creditors. Pursuant to the letter agreement the form of which is filed as an exhibit to the registration statement for our IPO, our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us (except for the Company’s independent registered public accounting firm), or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per public share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of our IPO against certain liabilities, including liabilities under the Securities Act. However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our sponsor’s only assets are securities of our company. Therefore, we cannot assure 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 $10.00 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.

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) $10.00 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 less taxes payable, and our sponsor asserts that it is unable to satisfy his obligations or that he 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, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not likely. 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 $10.00 per public share.

We may not have

sufficient funds to satisfy indemnification claims of our directors and officers.

We have agreed to indemnify our officers and directors to the fullest 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. However, 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 to not seek recourse against the trust account for any reason whatsoever. 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 officers and directors 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 shareholder’s 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.

If, after we

distribute the proceeds in the trust account to our public shareholders, we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency 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 insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy/insolvency laws as either a “preferential transfer” or a “fraudulent conveyance, preference or disposition.” As a result, a liquidator or a bankruptcy or other 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 us or 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 insolvency petition or an involuntary bankruptcy or insolvency 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 insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy 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.

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 will be required to comply with certain SEC and other legal requirements and numerous complex tax laws. 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.

On January 24, 2024, the SEC adopted a series of new rules relating to SPACs (the “SPAC Rules”) requiring, among other items, (i) additional disclosures relating to SPAC business combination transactions; (ii) additional disclosures relating to dilution and to conflicts of interest involving sponsors and their affiliates in both SPAC initial public offerings and de-SPAC transactions; (iii) the use of projections by SPACs in SEC filings in connection with proposed business combination transactions; and (iv) both the SPAC and the target company’s status as co-registrants on de-SPAC registration statements.

In addition, the SEC’s adopting release provided guidance describing circumstances in which a SPAC could become subject to regulation under the Investment Company Act, including its duration, asset composition, business purpose, and the activities of the SPAC and its management team in furtherance of such goals.

Compliance with the SPAC Rules and related guidance may increase the costs of and the time needed to negotiate and complete an initial business combination and may constrain the circumstances under which we could complete an initial business combination.

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.

As described in the risk factor above entitled “Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, includingour ability to negotiate and complete our initial business combination, and results of operations.”, the SEC ‘s adopting release with respect to the SPAC Rules provided guidance describing the extent to which SPACs could become subject to regulation under the Investment Company Act and the regulations thereunder. Whether a SPAC is an investment company will be a question of facts and circumstances. If our facts and circumstances change over time, we will update our disclosure to reflect how those changes impact the risk that we may be considered to be operating as an unregistered investment company. We can give no assurance that a claim will not be made that we have been operating as an unregistered investment company.

If we are deemed

to be an investment company under the Investment Company Act, we may have to change our operations, wind down our operations, or register as an investment company under the Investment Company Act. Our activities may be restricted, including:

●	restrictions on the nature of our<br> investments; and
●	restrictions on the issuance of securities,<br> each of which may make it difficult for us to complete our initial business combination.

In addition, we may have imposed upon us burdensome requirements, including:

●	registration as an investment company;
●	adoption of a specific form of corporate<br> structure; and
●	reporting, record keeping, voting,<br> proxy and disclosure requirements and other rules and regulations.

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 in securities and that our activities do not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of our total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. We are mindful of the SEC’s investment company definition and guidance and intend to identify and complete an initial business combination with an operating business, and not with an investment company, or to acquire minority interests in other businesses exceeding the permitted threshold.

We do not believe that our anticipated activities will subject us to the Investment Company Act. To this end, the proceeds held in the trust account will initially be 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 which invest only in direct U.S. government treasury obligations; the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended business combination. To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the trust account, we may, at any time, (based on our management team’s ongoing assessment of all factors related to our potential status under the Investment Company Act) instruct the trustee to liquidate the investments held in the trust account and instead to hold the funds in the trust account in cash or in an interest bearing demand deposit account at a bank.

Pursuant to the trust agreement, the trustee is not permitted to invest in securities or assets other than as described above. 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. Investments in our Company are not intended for persons who are seeking a return on investments in government securities or investment securities. The trust account is intended solely as a temporary depository for funds pending the earliest to occur of: (i) the completion of our initial business combination; (ii) the redemption of any public shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) in a manner that would affect the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within the completion window; or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares or pre-initial business combination activity; or (iii) absent an initial business combination within the completion window, from the closing of our IPO, our return of the funds held in the trust account to our public shareholders as part of our redemption of the public shares.

We are aware of litigation claiming that certain SPACs should be considered to be investment companies. Although we believe that these claims were without merit, we cannot guarantee that we will not be deemed to be an investment company and thus 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 an initial business combination or may result in our winding down our operations and our liquidation. If we are unable to complete our initial business combination, our public shareholders may receive only approximately $10.00 per share on the liquidation of our trust account and our Share Rights will expire worthless, and our public shareholders would also lose the possibility of an investment opportunity in a target company as well as any potential price appreciation in the combined company following a business combination.

To mitigate the

risk that we might be deemed to be an investment company for purposes of the Investment Company Act, we may, at any time (based on our management team’s ongoing assessment of all factors related to our potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the trust account and instead to hold the funds in the trust account in an interest bearing demand deposit account at a bank until the earlier of the consummation of an initial business combination or our liquidation. As a result, following the liquidation of investments in the trust account, we will likely receive less interest on the funds held in the trust account than we would have had the trust account remained as initially invested, such that our public shareholders would receive less upon any redemption or liquidation of the Company than what they would have received had the investments not been liquidated.

The funds to be held in the trust account are held only in U.S. government treasury obligations with a maturity of 185 days or less, in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act and in cash or cash like items (including demand deposit accounts) at a bank. However, to mitigate the risk of us being deemed to be an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment Company Act, we may, at any time (based on our management team’s ongoing assessment of all factors related to our potential status under the Investment Company Act), instruct Equiniti Trust Company, the trustee with respect to the trust account, to liquidate the U.S. government treasury obligations or money market funds held in the trust account and thereafter to hold all funds in the trust account in an interest bearing demand deposit account at a bank until the earlier of the consummation of our initial business combination or our liquidation. Following such liquidation, we will likely receive less interest on the funds held in the trust account than we would earn if the trust account remained invested in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act. However, interest previously earned on the funds held in the trust account still may be released to us to pay our taxes, if any, and certain other expenses as permitted. As a result, any decision to liquidate the investments held in the trust account and thereafter to hold all funds in the trust account in an interest-bearing demand deposit at a bank could reduce the dollar amount our public shareholders would receive upon any redemption or liquidation of the Company as compared to what they would have received had the investments not been so liquidated.

Notwithstanding the measures set forth above, we may still be deemed to be an investment company. The longer that the funds in the trust account are held in short-term U.S. government treasury obligations or in money market funds invested exclusively in such securities, the greater the risk that we may be deemed to be an unregistered investment company, in which case we may be required to liquidate. If our facts and circumstances change over time, we will update our disclosure to reflect how those changes impact the risk that we may be considered to be operating as an unregistered investment company. As disclosed above, we may determine, in our discretion, to liquidate the securities held in the trust account at any time and instead hold all funds in the trust account in an interest bearing demand deposit account or as cash or cash items at a bank, which could further reduce the dollar amount our public shareholders would receive upon any redemption or liquidation of the Company as compared to what they would have received had the investments not been so liquidated. Were we to liquidate the Company, our Share Rights would expire worthless, and our securityholders would lose the investment opportunity associated with an investment in the target company with which we could have consummated an initial business combination. In addition, upon moving the funds from the trust account to a deposit account, we will maintain the cash items in bank accounts which, at times, may exceed federally insured limits as guaranteed by the FDIC. While we intend to place our deposits in high-quality banks, only a small portion of the funds in our trust account will be guaranteed by the FDIC.

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 continued effects of the coronavirus (COVID-19) pandemic and the status of debt and equity markets, as well as protectionist legislation in our target markets.

Since late 2019, the COVID-19 pandemic has caused substantial disruption to global economies and markets and the virus has continued to spread on a global scale. A significant outbreak of the COVID-19 and other infectious diseases, including the resurgence or variants thereof, could result in a widespread health crisis that could adversely affect economies and financial markets worldwide, business operations and the conduct of commerce generally and could have a material adverse effect on the business of any potential target business with which we complete a business combination. Furthermore, we may be unable to complete a business combination if continued concerns relating to COVID-19 continue to restrict travel, limit the ability to have meetings with potential investors or the target company’s personnel, vendors and services providers are unavailable to negotiate and consummate a transaction in a timely manner or even to conduct requisite due diligence. In addition, countries or supranational organizations in our target markets may develop and implement legislation that makes it more difficult or impossible for entities outside such countries or target markets to acquire or otherwise invest in companies or businesses deemed essential or otherwise vital. 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 and new variants of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. While vaccines for COVID-19 have been developed, there is no guarantee that such vaccines will be durable. The treatment or vaccine for COVID-19 and any potentially emerging variants may be ineffective or underutilized. 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. 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, decreased market liquidity and third-party financing being unavailable on terms acceptable to us or at all. Finally, the outbreak of COVID-19 may also have the effect of heightening many of the other risks described in this “Risk Factors” section.

Our search for

an initial business combination, and any target business with which we may ultimately consummate an initial business combination, may be materially adversely affected by current global geopolitical conditions resulting from the ongoing tensions in the Middle East or the Russia-Ukraine conflict.

United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Middle-East tensions and the Russia-Ukraine conflict. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication (SWIFT) payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, or have undertaken or will undertake military strikes in Southwest Asia, increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia and the tensions in the Middle East and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyber-attacks against U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.

Any of the abovementioned

factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the escalation of tensions in the Middle East and subsequent sanctions or related actions, could adversely affect our search for an initial business combination and any target business with which we may ultimately consummate an initial business combination.

The extent and duration of the ongoing conflicts, resulting sanctions and any related market disruptions are impossible to predict, but could be substantial, particularly if current or new sanctions continue for an extended period of time or if geopolitical tensions result in expanded military operations on a global scale. Any such disruptions may also have the effect of heightening many of the other risks described in this section. If these disruptions or other matters of global concern continue for an extensive period of time, our ability to consummate an initial business combination, or the operations of a target business with which we may ultimately consummate an initial business combination, may be materially adversely affected.

Military or other

conflicts in Ukraine, the Middle East and Southwest Asia or elsewhere may lead to increased volume and price volatility for publicly traded securities, or affect the operations or financial condition of potential target companies, which could make it more difficult for us to consummate an initial business combination.

Military or other conflicts in Ukraine, the Middle East, Southwest Asia or elsewhere may lead to increased volume and price volatility for publicly traded securities, or affect the operations or financial condition of potential target companies, and to other company or industry-specific, national, regional or international economic disruptions and economic uncertainty, any of which could make it more difficult for us to identify a business combination target and consummate an initial business combination on acceptable commercial terms, or at all.

We are vulnerable

to changes in political and economic conditions, including the effects of tariffs and/or international trade wars and disruptions to remittances.

In April 2025, the U.S. g government announced significant changes to U.S. trade policy, including a baseline tariff on many imports into the U.S., and higher country-specific reciprocal tariff rates for certain trading partners, and since that time the scope, duration and applicable rates of such measures have been subject to further announcements, adjustments, exemptions, pauses, negotiations and the risk of retaliatory measures by other countries. U.S. trade measures (including broad-based or country-specific tariffs) have also been subject to significant legal and policy uncertainty, including judicial limitations on certain asserted emergency authorities and subsequent efforts to modify, terminate, replace or re-impose tariffs under other statutory authorities; accordingly, the scope, duration and applicable rates of tariffs may change rapidly and unpredictably. The U.S. and/or countries into which we import merchandise and equipment may, in the future, adjust and/or impose new quotas, duties, tariffs (including reciprocal tariffs) or other restrictions which may lead to increased volume and price volatility for publicly traded securities, or affect the operations or financial condition of potential target companies, and to other company or industry-specific, national, regional or international economic disruptions and economic uncertainty, any of which could make it more difficult for us to identify a business combination target and consummate an initial business combination on acceptable commercial terms, or at all.

If we are unable

to consummate our initial business combination within the completion window, our public shareholders may be forced to wait beyond 18 months before redemption from our trust account.

If we are unable to consummate our initial business combination within the completion window, the proceeds then on deposit in the trust account, including interest earned on the funds held in the trust account (less taxes payable and 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 the end of the completion window before the redemption proceeds of our trust account become available to them, and they 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 we consummate our initial business combination prior thereto 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 are unable to complete our initial business combination.

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 directors and officers 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 to a fine of $18,293 and to imprisonment for five years in the Cayman Islands.

We may not hold

an annual general meeting until after the consummation of our initial business combination, which could delay the opportunity for our public shareholders to discuss company affairs with management, and the holders of our Class A ordinary shares will not have the right to vote on the appointment or removal of directors or continuing the company in a jurisdiction outside the Cayman Islands until after the consummation of our initial business combination.

In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual general meeting until no later than one year after our first fiscal year end following our listing on Nasdaq. 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. Our board of directors is divided into three classes with only one class of directors being appointed in each year and each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term. In addition, as holders of our Class A ordinary shares, our public shareholders will not have the right to vote on the appointment or removal of directors or continuing the company in a jurisdiction outside the Cayman Islands until after the consummation of our initial business combination.

Because we are

neither limited to evaluating a target business in a particular industry sector nor have we selected any 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.

Our efforts to identify a prospective initial business combination target will not be limited to a particular industry, sector or geographic region. While we may pursue an initial business combination opportunity in any industry or sector, we intend to capitalize on the ability of our management team to identify and acquire a business or businesses that can benefit from our management team’s established global relationships and operating experience. Our management team has extensive experience in identifying and executing strategic investments globally and has done so successfully in a number of sectors, however, our management team does not have expertise in operating a blank check company and undertaking a business combination for it. Our amended and restated memorandum and articles of association prohibits us from effectuating a 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. In recent years, a number of target businesses have underperformed financially post-business combination. There are no assurances that the target business with which we consummate our initial business combination will perform as anticipated. 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 shareholders who choose to remain shareholders following the business combination could suffer a reduction in the value of their securities. Such shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable material misstatement or material omission.

We may seek business

combination opportunities in industries or sectors that may be outside of our management’s areas of expertise.

We will consider a business combination outside of our management’s areas of expertise if a business combination candidate is presented to us and we determine that such candidate offers an attractive business combination opportunity for our company. Although our management will endeavor to evaluate the risks inherent in any particular business combination candidate, 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 securities will not ultimately prove to be less favorable to investors than a direct investment, if an opportunity were available, in a business combination candidate. In the event we elect to pursue a business combination 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 annual report regarding 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 ascertain or assess adequately all of the relevant risk factors. Accordingly, any shareholders who choose to remain shareholders following our initial business combination could suffer a reduction in the value of their shares. Such shareholders are unlikely to have a remedy for such reduction in value.

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 law, 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 are unable to complete our initial business combination, our public shareholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our Share Rights will expire worthless.

We are not required

to obtain an opinion from an independent investment banking firm or from another independent entity that commonly renders valuation opinions, 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 or our board of directors cannot independently determine the fair market value of the target business or businesses (including with the assistance of financial advisors), we are not required to obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions 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 materials or tender offer documents, as applicable, related to our initial business combination.

We may issue

additional Class A ordinary shares or preference shares to complete our initial business combination or under an employee incentive plan after 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 therein. 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 200,000,000 Class A ordinary shares, par value $0.0001 per share, 20,000,000 Class B ordinary shares, par value $0.0001 per share, and 1,000,000 undesignated preference shares, par value $0.0001 per share. There are currently 188,545,500 and 16,666,667 authorized but unissued Class A ordinary shares and Class B ordinary shares, respectively, available for issuance, which amount takes into account shares reserved for issuance upon conversion of the share rights, but does not take into account the shares reserved for issuance upon conversion of the Class B ordinary shares. The Class B ordinary shares are automatically convertible into Class A ordinary shares (which such Class A ordinary shares delivered 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) concurrently with or immediately following the consummation of our initial business combination or earlier at the option of the holder, initially at a one-for-one ratio but subject to adjustment as set forth herein and in our amended and restated memorandum and articles of association, including in certain circumstances in which we issue Class A ordinary shares or equity-linked securities related to our initial business combination. There are 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 completion of our initial business combination. We may also issue Class A ordinary shares upon conversion of the Class B ordinary shares at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions as set forth therein. However, our amended and restated memorandum and articles of association provide, among other things, that prior to our initial business combination, except in connection with the conversion of Class B ordinary shares into Class A ordinary shares where the holders of such shares have waived any rights to receive funds from the trust account, 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 shares on any initial business combination. 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<br> interest of investors, which dilution would increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance<br> 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<br> 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<br> a substantial number of Class A ordinary shares are issued, which may affect, among other things, our ability to use our net operating<br> 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<br> preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us; and
●	may adversely affect prevailing market<br> prices for our units, Class A ordinary shares and/or Share Rights;

Unlike some other

similarly structured special purpose acquisition companies, our initial shareholders will receive additional Class A ordinary shares if we issue certain shares to consummate an initial business combination.

The founder shares will automatically convert into Class A ordinary shares (which such Class A ordinary shares delivered 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) concurrently with or immediately following the consummation of our initial business combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares, or any other equity-linked securities, are issued or deemed issued in excess of the amounts sold in our IPO and related to or in connection with the closing of the initial business combination, the ratio at which Class B ordinary shares convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 25% of the sum of (i) the total number of all ordinary shares outstanding upon the completion of our IPO (including any Class A ordinary shares issued pursuant to the underwriters’ over-allotment option and excluding the securities underlying the private placement units issued to the sponsor and the Representative Shares), plus (ii) all Class A ordinary shares and equity-linked securities issued or deemed issued, in connection with the closing of the initial business combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial business combination and any private placement equivalent units issued to our sponsor or any of its affiliates or to our officers or directors upon conversion of working capital loans) minus (iii) any redemptions of Class A ordinary shares by public shareholders in connection with an initial business combination; provided that such conversion of founder shares will never occur on a less than one-for-one basis.

We may issue

our shares to investors in connection with our initial business combination at a price which is less than the prevailing market price of our shares at that time.

In connection with our initial business combination, we may issue shares to investors in private placement transactions (so-called PIPE transactions) at a price of $10.00 per share or lower, or at a price that approximates the per-share amounts in our trust account at such time. The purpose of such issuances will be to enable us to provide sufficient liquidity and capital to the post-business combination entity. The price of the shares we issue may therefore be less, and potentially significantly less, than the market price for our shares at such time. Any such issuances of equity securities could dilute the interests of our existing shareholders.

Resources could

be wasted in researching business combinations that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we are unable to complete our initial business combination, our public shareholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our Share Rights 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, consultants 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 are unable to complete our initial business combination, our public shareholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our Share Rights will expire worthless.

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 existing holders which may raise potential conflicts of interest.

In light of the involvement of our sponsor, its managing member, and our officers and directors with other entities, we may decide to acquire one or more businesses affiliated with or competitive with our sponsor, officers, directors and their respective affiliates or existing holders. Our directors also serve as officers and/or board members for other entities, including, without limitation, those described under “Management — Conflicts of Interest.” Such entities may compete with us for business combination opportunities. Our sponsor, officers and directors are not currently aware of any specific opportunities for us to complete our initial business combination with any entities with which they are affiliated, and there have been no substantive discussions concerning a business combination with any such entity or entities. 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 for a business combination as set forth in “Business — Effecting our initial business combination — Selection of a target business and structuring of our initial 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 or another independent entity that commonly renders valuation opinions 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 existing holders, 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,

officers and directors, or any other holder of our founder shares may lose their entire investment in us if our initial business combination is not completed (other than with respect to public shares they may acquire during or after our IPO), a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination.

On May 30, 2025, the Company entered into a securities subscription agreement with the sponsor, pursuant to which the Company agreed to issue 3,833,333 Class B ordinary shares (up to 500,000 shares of which were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised) for a consideration of $25,000, or approximately $0.007 per share. On June 27, 2025, the sponsor issued a promissory note to the Company for the principal amount of $25,000 for the issuance of the founder shares. The Company received the payment of $25,000 from the sponsor on August 27.

Prior to the initial investment in the company of $25,000 by the sponsor, the company had no assets, tangible or intangible. The purchase price of the founder shares was determined by dividing the amount of cash contributed to the company by the number of founder shares issued. The number of founder shares outstanding was determined based on the expectation that such founder shares would represent 25% of the outstanding shares after our IPO. Our public shareholders may incur material dilution due to such anti-dilution adjustments that result in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion. The founder shares will be worthless if we do not complete an initial business combination, except to the extent they receive liquidating distributions from assets outside of the trust account. In addition, our sponsor and I-Bankers, the representative of the underwriters, have purchased an aggregate of 367,500 private placement units at a price of $10.00 per unit, or $3,675,000 in the aggregate, in a private placement that closed simultaneously with the closing of our IPO. Of those 367,500 private placement units, our sponsor has purchased 310,000 units and I-Bankers has purchased 57,500 units.

The private placement units will be worthless if we do not complete our initial business combination. The personal and financial interests of our officers and directors may influence their motivation in identifying and selecting a target business combination, 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 end of the completion window nears, which is the deadline for our completion of an initial business combination.

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.

Although we have no commitments as of the date of this annual report to issue any notes or other debt securities, or to otherwise incur outstanding debt, we may choose to incur substantial debt to complete our initial business combination. The incurrence of debt could have a variety of negative effects, including:

●	default and foreclosure on our assets<br> if our operating revenues after an initial business combination are insufficient to repay our debt obligations;

●	acceleration of our obligations to<br> repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance<br> of certain financial ratios or reserves without a waiver or renegotiation of that covenant;
●	our immediate payment of all principal<br> and accrued interest, if any, if the debt security is payable on demand;
●	our inability to obtain necessary<br> additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security<br> is outstanding;
●	using a substantial portion of our<br> cash flow to pay principal and interest on our debt, which will reduce the funds available for expenses, capital expenditures, acquisitions<br> and other general corporate purposes;
●	limitations on our flexibility in<br> planning for and reacting to changes in our business and in the industry in which we operate;
●	increased vulnerability to adverse<br> changes in general economic, industry and competitive conditions and adverse changes in government regulation; and
●	limitations on our ability to borrow<br> additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes<br> 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 our IPO and the sale of the private placement units, which will cause us to be solely dependent on a single business which 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 IPO and the private placement of units provided us with $111,550,000 that we may use to complete our initial business combination (after taking into account up to $3,450,000 of the business combination marketing fee being held in the trust account).

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 which 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<br> of a single business, property or asset, or
●	dependent upon the development or<br> 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 investigations (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.

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 business combination 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 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 will not provide a specified maximum redemption threshold. Our proposed initial business combination may impose a minimum cash requirement for (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. 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 any of 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.

In order to effectuate

an initial business combination, special purpose acquisition companies have, in the recent past, amended various provisions of their charters and other governing instruments. 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 our shareholders may not support.

In order to effectuate a business combination, special purpose acquisition companies have, in the recent past, amended various provisions of their charters and governing instruments. For example, special purpose acquisition companies have extended the time to consummate an initial business combination. Amending our amended and restated memorandum and articles of association will require a special resolution under Cayman Islands law, which requires the affirmative vote of at least two-thirds (or, in the scenarios described below, 90%) of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company and amending our rights agreement will require a vote of holders of at least 50% of the Share Rights and, solely with respect to any amendment to the terms of the private placement rights or any provision of the rights agreement with respect to the private placement rights (including, for the avoidance of doubt, the forfeiture or cancellation of any private placement rights), 50% of the then outstanding private placement rights (including the vote or written consent of I-Bankers). 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, regardless of whether they abstain, vote for, or vote against, our initial business combination, for cash if we propose an amendment to our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete an initial business combination within the completion window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity. To the extent any of such amendments would be deemed to fundamentally change the nature of the securities offered through this registration statement, we would register, or seek an exemption from registration for, the affected securities. We cannot assure you that we will not seek to amend our charter or governing instruments or extend the time to consummate an initial business combination in order to effectuate our initial business combination.

The provisions

of our amended and restated memorandum and articles of association that relate to our pre-business combination activity (and corresponding provisions of the agreement governing the release of funds from our trust account) may be amended with the approval of holders of not less than two-thirds of our ordinary shares which are represented in person or by proxy and are voted at a general meeting of the company, which is a lower amendment threshold than that of some other special purpose acquisition 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.

Our amended and restated memorandum and articles of association provide that any of its provisions related to pre-business combination activity (including the requirement to deposit proceeds of our IPO and the private placement of units into the trust account and not release such amounts except in specified circumstances, and to provide redemption rights to public shareholders as described herein, and other than amendments relating to the provisions regulating the appointment and removal of directors and continuing the company in a jurisdiction outside the Cayman Islands, which require a special resolution passed by the affirmative vote of at least 90% (or, where such amendment is proposed in respect of the consummation of our initial business combination, two-thirds) of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company) may be amended if approved by special resolution, under Cayman Islands law. Except as specified above with respect to matters requiring a 90% majority, a special resolution requires the affirmative vote of at least two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company. Corresponding provisions of the trust agreement governing the release of funds from our trust account may be amended if approved by the affirmative vote of at least two-thirds of our ordinary shares which are represented in person or by proxy and are voted at a general meeting of the company. Our initial shareholders, who beneficially own 25% of our ordinary shares (excluding the private placement shares and Representative 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 special purpose acquisition companies, and this may increase our ability to complete a business combination with which you do not agree.

Our sponsor, officers, and directors 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) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within the completion window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity, in each case unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (less taxes payable), divided by the number of then outstanding public shares. 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, 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.

We have not selected any specific business combination target but intend to target businesses with enterprise values that are greater than we could acquire with the net proceeds of our IPO and the sale of the private placement units. As a result, if the cash portion of the purchase price exceeds the amount available from the trust account, net of amounts needed to satisfy any redemption by public shareholders, we may be required to seek additional financing to complete such proposed initial business combination. We cannot assure you that such financing will be available on acceptable terms, if at all. 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. Further, we may be required to obtain additional financing in connection with the closing of our initial business combination for general corporate purposes, including for maintenance or expansion of operations of the post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, or to fund the purchase of other companies. If we are unable to complete our initial business combination, our public shareholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our Share Rights 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.

Our sponsor will

control the appointment of our board of directors until consummation of our initial business combination and will hold a substantial interest in us. As a result, it will appoint all of our directors prior to the consummation of our initial business combination and may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support.

Our sponsor and initial shareholders own 25% of our issued and outstanding ordinary shares (excluding the private placement shares and Representative 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. This potential concentration of influence could be disadvantageous to other shareholders with interests different from those of our sponsor. To the extent that any non-managing investors acquire membership interests in the sponsor, they will have no right to control the sponsor or vote or dispose of any securities held by the sponsor. In addition, the founder shares, all of which are held by our sponsor, will entitle the holders to vote to appoint all of our directors prior to the consummation of our initial business combination. Holders of our public shares will have no right to vote on the appointment or removal of directors during such time. Further, prior to the closing of our initial business combination, only holders of our Class B ordinary shares will be entitled to vote on continuing our company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend our constitutional documents or to adopt new constitutional documents, in each case, as a result of our approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). These provisions of our amended and restated memorandum and articles of association may only be amended if approved by a special resolution passed by the affirmative vote of at least 90% (or, where such amendment is proposed in respect of the consummation of our initial business combination, two-thirds) of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company. As a result, you will not have any influence over the appointment or removal of directors prior to our initial business combination or any influence over our continuation in a jurisdiction outside the Cayman Islands prior to our initial business combination.

If our sponsor purchases any 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, other than as disclosed in this annual report. Factors that would be considered in making such additional purchases would include consideration of the current trading price of our Class A ordinary shares. In addition, our board of directors, whose members were appointed by our sponsor, is and will be divided into three classes, each of which will generally serve for a term for three years with only one class of directors being appointed in each year. We may not hold an annual or extraordinary general meeting to appoint new directors prior to the completion of our initial business combination, in which case all of the current directors will continue in office until at least the completion of the business combination. If there is an annual general meeting, as a consequence of our “staggered” board of directors, only a minority of the board of directors will be considered for appointment and our sponsor, because of its ownership position, will have considerable influence regarding the outcome. In addition, since only holders of our Class B ordinary shares will have the right to vote on directors prior to our initial business combination, our initial shareholders will continue to exert control at least until the completion of our initial business combination. Accordingly, our sponsor will continue to exert control at least until the completion of our initial business combination.

We may not be

able to complete an initial business combination because such initial business combination may be subject to regulatory review and approval requirements, including foreign investment regulations and review by government entities such as the Committee on Foreign Investment in the United States (“CFIUS”), or may be ultimately prohibited.

Our initial business combination may be subject to regulatory review and approval requirements by governmental entities, or ultimately prohibited. For example, CFIUS has authority to review direct or indirect foreign investments in U.S. companies. Among other things, CFIUS is empowered to require certain foreign investors to make mandatory filings, to charge filing fees related to such filings, and to self-initiate national security reviews of foreign direct and indirect investments in U.S. companies if the parties to that investment choose not to file voluntarily. In the case that CFIUS determines an investment to be a threat to national security, CFIUS has the power to unwind or place restrictions on the investment. Whether CFIUS has jurisdiction to review an acquisition or investment transaction depends on — among other factors — the nature and structure of the transaction, including the level of beneficial ownership interest and the nature of any information or governance rights involved. For example, investments that result in “control” of a U.S. business by a foreign person always are subject to CFIUS jurisdiction. CFIUS’s expanded jurisdiction under the Foreign Investment Risk Review Modernization Act of 2018 and implementing regulations that became effective on February 13, 2020 further includes investments that do not result in control of a U.S. business by a foreign person but afford certain foreign investors certain information or governance rights in a U.S. business that has a nexus to “critical technologies,” “critical infrastructure” and/or “sensitive personal data.” At this time, three of our five directors – David Loweinstein, Anna C Mallon and Low Koon Poh are non US citizens. They are also members of our sponsor and indirectly hold interests in founder shares through such membership. Accordingly, we may be subject to CFIUS jurisdiction.

If a particular proposed initial business combination with a U.S. business falls within CFIUS’s jurisdiction, we may determine that we are required to make a mandatory filing or that we will submit to CFIUS review on a voluntary basis, or to proceed with the transaction without submitting to CFIUS and risk CFIUS intervention, before or after closing the transaction. CFIUS may decide to block or delay our proposed initial business combination, impose conditions with respect to such initial business combination or request the President of the United States to order us to divest all or a portion of the U.S. target business of our initial business combination that we acquired without first obtaining CFIUS approval, which may limit the attractiveness of, delay or prevent us from pursuing certain target companies that we believe would otherwise be beneficial to us and our shareholders. As a result, the pool of potential targets with which we could complete an initial business combination may be limited and we may be adversely affected in terms of competing with other special purpose acquisition companies which do not have any foreign ownership issues. In addition, certain federally licensed businesses may be subject to rules or regulations that limit foreign ownership.

The process of government review, whether by CFIUS or otherwise, could be lengthy. Because we have only a limited time to complete our initial business combination, our failure to obtain any required approvals within the requisite time period may require us to liquidate. If we are unable to consummate our initial business combination within the applicable time period required under our amended and restated memorandum and articles of association, including as a result of extended regulatory review of a potential initial business combination, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter (and subject to lawfully available funds therefor), redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (which interest shall be net of taxes and less up to $100,000 of interest to pay dissolution expenses and net of taxes payable), divided by the number of then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such event, our shareholders will miss the opportunity to benefit from an investment in a target company and the appreciation in value of such investment. Additionally, our Share Rights may be worthless. We cannot guarantee that we will not be subject to government review, whether by CFIUS, or otherwise, particularly as a majority of our board consists of non U.S persons.

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 or such attractive targets may not be interested to consummate a business combination with a SPAC due to a negative public perception of mergers involving SPACs. 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 deals could also become scarcer for other reasons, such as economic or industry sector downturns (including a negative public perception of mergers involving SPACs), geopolitical tensions, or increases in the cost of additional capital needed to close business combinations or operate targets post-business combination. 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.

Adverse developments

affecting the financial services industry, including events or concerns involving liquidity, defaults or non-performance by financial institutions, could adversely affect our business, financial condition or results of operations, or our prospects.

The funds in our operating account and our trust account will initially be held in banks or other financial institutions and will be 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 which invest only in direct U.S. government treasury obligations; the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended business combination. To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the trust account, we may, at any time (based on our management team’s ongoing assessment of all factors related to our potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the trust account and instead to hold the funds in the trust account in cash or in an interest-bearing demand deposit account at a bank. Our cash held in these accounts may exceed any applicable Federal Deposit Insurance Corporation (“FDIC”) insurance limits. Should events, including limited liquidity, defaults, non-performance or other adverse developments occur with respect to the banks or other financial institutions that hold our funds, or that affect financial institutions or the financial services industry generally, or concerns or rumors about any events of these kinds or other similar risks, the value of the assets in our trust account could be impaired, which could have a material impact on our operating results, liquidity, financial condition and prospects. For example, on March 10, 2023, the FDIC announced that Silicon Valley Bank had been closed by the California Department of Financial Protection and Innovation. We cannot guarantee that the banks or other financial institutions that will hold our funds will not experience similar issues.

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 the proxy statement with respect to the vote on an initial business combination include historical and pro forma financial statement disclosure. 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 (“GAAP”) or international financial reporting standards as issued by the International Accounting Standards Board (“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) (“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 financial statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame.

Compliance obligations

under the Sarbanes-Oxley Act may make it more difficult for us to effectuate our initial business combination, require substantial financial and management resources, and increase the time and costs of completing an initial business combination.

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, 2026. 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. Further, for as long as we remain an emerging growth company, we will not 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 business combination.

Risks Relating

to the Post-Business Combination Company

Subsequent to

our completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and 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 due diligence on a target business with which we combine, we cannot assure you that this diligence will identify all material issues that may be present within 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 debt financing to partially finance the initial business combination or thereafter. Accordingly, any shareholders who choose to remain shareholders following the business combination could suffer a reduction in the value of their securities. Such shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable material misstatement or material omission.

The officers

and directors of an acquisition candidate may resign upon 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 management

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

We may structure our initial business combination so that the post-transaction 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-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for 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-transaction company owns 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 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 issued and 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 share of 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.

We may have a

limited ability to assess the management of a prospective target business and, as a result, may effect 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 shareholders who choose to remain shareholders following the business combination could suffer a reduction in the value of their shares. Such shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable material misstatement or material omission.

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.

Our initial business

combination and our structure thereafter may not be tax-efficient to our shareholders and Share Rights holders. As a result of our business combination, our tax obligations may be more complex, burdensome and/or uncertain.

Although we will attempt to structure our initial business combination in a tax-efficient manner, 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. For example, in connection with our initial business combination and subject to any requisite shareholder approval, we may: structure our business combination in a manner that requires shareholders and/or Share Right holders to recognize gain or income for tax purposes; effect a business combination with a target company in another jurisdiction; or reincorporate in a different jurisdiction (including, but not limited to, the jurisdiction in which the target company or business is located). We do not intend to make any cash distributions to shareholders or Share Right holders to pay taxes in connection with our business combination or thereafter. Accordingly, a shareholder or a Share Right holder may need to satisfy any liability resulting from our initial business combination with cash from its own funds or by selling all or a portion of the shares or Share Rights received. In addition, shareholders and Share Right holders may also be subject to additional income, withholding or other taxes with respect to their ownership of us after our initial business combination.

In addition, we may effect a business combination with a target company that has business operations outside of the United States, and possibly, 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 U.S. federal, state, local and non-U.S. taxing authorities. This additional complexity and risk could have an adverse effect on our after-tax profitability and financial condition.

Risks Relating

to Acquiring and Operating a Business in Foreign Countries

If we effect

our initial business combination with a company located outside of the United States, we would be subject to a variety of additional risks that may adversely affect us.

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 a 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<br> managing cross-border business operations;
●	rules and regulations regarding currency<br> redemption;
●	complex corporate withholding taxes<br> on individuals;
●	laws governing the manner in which<br> future business combinations may be effected;
●	exchange listing and/or delisting<br> requirements;
●	tariffs and trade barriers;
●	regulations related to customs and<br> import/export matters;
---	---
●	local or regional economic policies<br> and market conditions;
●	unexpected changes in regulatory requirements;
●	challenges in managing and staffing<br> international operations;
●	longer payment cycles;
●	tax issues, such as tax law changes<br> and variations in tax laws as compared to the United States;
●	currency fluctuations and exchange<br> controls;
●	rates of inflation;

●	challenges in collecting accounts<br> receivable;
●	cultural and language differences;
●	employment regulations;
●	underdeveloped or unpredictable legal<br> or regulatory systems;
●	corruption;
●	protection of intellectual property;
●	social unrest, crime, strikes, riots<br> and civil disturbances;
●	regime changes and political upheaval;
●	terrorist attacks, natural disasters,<br> widespread health emergencies and wars; and
●	deterioration of political relations<br> with the United States.

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 initial business combination, our operations might suffer, either of which may adversely impact our business, financial condition and results of operations.

We may reincorporate

in another jurisdiction, which may result in taxes imposed on shareholders or Share Right holders.

We may, in connection with our initial business combination or otherwise and, to the extent applicable, subject to requisite shareholder approval by special resolution under the Companies Act (with respect to which only holders of Class B ordinary shares will be entitled to vote prior to our initial business combination), reincorporate in the jurisdiction in which the target company or business is located or in another jurisdiction. The transaction may require a shareholder or Share Right holder to recognize taxable income in the jurisdiction in which the shareholder or Share Right holder is a tax resident or in which its members are resident if it is a tax transparent entity (or may otherwise result in adverse tax consequences). We do not intend to make any cash distributions to shareholders or Share Right holders to pay such taxes. Shareholders or Share Right holders may be subject to withholding taxes or other taxes with respect to their ownership of our Class A ordinary shares or Share Rights after the reincorporation

We may reincorporate

in or transfer by way of continuation to 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.

We are subject

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

We are subject to rules and regulations by various governing bodies, including, for example, the Securities and Exchange Commission, which are 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 revenue-generating activities to compliance activities.

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.

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, 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 will 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 which may adversely affect our operations.

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 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.

After our initial

business combination, substantially all of our assets may be located in a foreign country and substantially all of our revenue will be derived from our operations in such country. Accordingly, our results of operations and prospects will be subject, to a significant extent, to the economic, political and legal 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.

Risks Relating

to our Management Team

We are dependent

upon our officers and directors and their loss, or a reduction in the amount of time they can dedicate to our initial business combination, 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 directors or officers. The unexpected loss of the services of one or more of our directors or officers could have a detrimental effect on us.

The ownership

interest of our sponsor may change, and our sponsor may divest its ownership interest in us before identifying a business combination, which could deprive us of key personnel and advisors.

Our sponsor is a limited liability company of which Peter Goldstein is the sole managing member and all of our directors are members. However, this may change as there is no contractual restriction on the sponsor or any of its members’ ability to share, sell or otherwise dispose of part or all of the interests in our sponsor or held by our sponsor. As a result, there is a risk that our sponsor may divest its (or its or our officers’ and directors’) ownership or economic interests in us or in the sponsor before a business combination target is identified, which would likely result in the Company’s loss of certain key personnel or advisors, including Mr. Goldstein and Mr. Lowenstein. In addition, there can be no assurance that any replacement sponsor, key personnel or advisors would successfully identify a business combination target for us or, even if one is one so identified, successfully complete such business combination, which could adversely affect the interests of public shareholders.

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 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.

None of our officers

or directors has had experience with any blank check companies in the past. Past performance by our management team and their respective affiliates may not be indicative of future performance of an investment in us.

None of our officers or directors has had experience operating a blank check company in the past. Accordingly, while our officers and directors have been associated with other businesses in the past, including publicly traded companies, due to the lack of experience in operating a blank check company in the past, they may not be able to identify a suitable target, or at all, or conduct the process of a consummating a business combination successfully. Information regarding performance by, or businesses associated with, our management team and their affiliates is presented for informational purposes only. Past performance by our management team, including their affiliates’ past performance, is not a guarantee either (i) of success with respect to any business combination we may consummate or (ii) that we will be able to locate a suitable candidate for our initial business combination. You should not rely on the historical record of our management team and their affiliates as indicative of our future performance. Additionally, in the course of their respective careers, members of our management team have been involved in businesses and deals that were unsuccessful.

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, subject to their fiduciary duties under Cayman Islands law.

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 is engaged in other business endeavors for which he may be entitled to substantial compensation, and our officers 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 officers’ 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. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination target which could materially affect our ability to complete our initial business combination. For a complete discussion of our officers’ and directors’ other business affairs, please see “Management — Officers and Directors.”

Our officers

and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities, including other blank check companies, and, accordingly, may have conflicts of interest in allocating their time and in determining to which entity a particular business opportunity should be presented.

Until we consummate our initial business combination, we intend to engage in the business of identifying and combining with one or more businesses. Our sponsor, its managing member, and our officers and directors are, or may in the future become, affiliated with entities (such as operating companies or investment vehicles) that are engaged in a similar business. We do not have employment contracts with our officers and directors that will limit their ability to work at other businesses. In addition, our sponsor, officers and directors may participate in the formation of, or become an officer or director of, any other blank check company prior to completion of our initial business combination. As a result, our sponsor, officers and directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other blank check company with which they may become involved. Our sponsor, officers and directors have complete discretion, subject to applicable fiduciary duties, as to which blank check company they choose to pursue a business combination and the order in which they pursue business combinations for any of their existing or future blank check companies. As a result, our sponsor, officers and directors may pursue business combinations for blank check companies that it has sponsored in any order, which could result in its more recent blank check companies completing business combinations prior to its blank check companies that were launched earlier. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity, subject to their fiduciary duties under Cayman Islands law. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by law: (i) no individual serving as a director or an officer, among other persons, shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us, and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which (a) may be a corporate opportunity for any director or officer, on the one hand, and us, on the other or (b) the presentation of which would breach an existing legal obligation of a director or officer to any other entity.

For a complete discussion of our officers’ and directors’ business affiliations and the potential conflicts of interest that you should be aware of, please see “Management — Officers and Directors,” “Management — Conflicts of Interest” and “Certain Relationships and Related Party Transactions.”

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 directors, officers, 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 directors or officers, 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. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination target which could materially affect our ability to complete our initial business combination.

The personal and financial interests of our directors and officers may influence their motivation in timely identifying and selecting a target business and completing a business combination. Consequently, our directors’ and officers’ 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 our shareholders’ best interest. If this were the case, it would be a breach of their fiduciary duties to us as a matter of Cayman Islands law and 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.

Members of our

management team and board of directors have significant experience as founders, board members, officers, executives or employees of other companies. Certain of those persons have been, are currently, or may become, involved in litigation, investigations or other proceedings, including related to those companies or otherwise. 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, executives or employees of other companies. Certain of those persons have been, are currently or may in the future become involved in litigation, investigations or other proceedings, including relating to the business affairs of such companies, transactions entered into by such companies, or otherwise. Any such litigation, investigations or other proceedings may divert the attention and resources of our management team and board of directors 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.

Members of our

management team and affiliated companies may have been, and may in the future be, involved in civil disputes or governmental investigations unrelated to our business.

Members of our management team have been (and intend to be) involved in a wide variety of businesses. Such involvement has, and may lead to, media coverage and public awareness. As a result, members of our management team and affiliated companies may have been, and may in the future be, involved in civil disputes or governmental investigations unrelated to our business. Any such claims or investigations may be detrimental to our reputation and could negatively affect our ability to identify and complete an initial business combination and may have an adverse effect on the price of our securities.

Our letter agreement

with our sponsor, officers and directors may be amended without shareholder approval.

Our letter agreement with our sponsor, officers and directors contain provisions relating to transfer restrictions of our founder shares and private placement units (including underlying securities, indemnification of the trust account, waiver of redemption rights and participation in liquidating distributions from the trust account. The letter agreement may be amended without shareholder approval (although releasing the parties from the restriction not to transfer the founder shares for 180 days following the date of this annual report will require the prior written consent of the underwriters). While we do not expect our board to approve any amendment to the letter agreement prior to our initial business combination, it may be possible that our board, in exercising its business judgment and subject to its fiduciary duties, chooses to approve one or more amendments to the letter agreement. Any such amendments to the letter agreement would not require approval from our shareholders and may have an adverse effect on the value of an investment in our securities. In addition, in order to facilitate our initial business combination or for any other reason determined by our sponsor in its sole discretion, our sponsor may surrender or forfeit, transfer or exchange our founder shares, private placement units or any of our other securities, including for no consideration, as well as subject any such securities to earn-outs or other restrictions, or otherwise amend the terms of any such securities or enter into any other arrangements with respect to any such securities. Through such transfer, or otherwise, our sponsor may remove itself as the sponsor of our company before identifying a potential business combination, which may result in our inability to consummate a business combination.

Risks Relating

to our Securities

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 Share Rights, potentially at a loss.

Our public shareholders will be 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 and on the conditions described herein, (ii) the redemption of any public shares properly submitted 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 allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within the completion window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity, and (iii) the redemption of our public shares if we are unable to complete an initial business combination within the completion window, 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 Share Rights will not have any right to the proceeds held in the trust account with respect to the Share Rights. Accordingly, to liquidate your investment, you may be forced to sell your public shares or Share Rights, potentially at a loss.

Nasdaq may delist

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

Our Class A ordinary shares and Share Rights are separately listed on Nasdaq. We cannot assure you that our securities will continue to be listed on Nasdaq in the future or prior to our initial business combination. In order to continue listing our securities on Nasdaq prior to our initial business combination, we must maintain certain financial, distribution and share price levels. Generally, we must maintain a minimum market value of listed securities (generally $50,000,000) and a minimum number of holders of our securities (generally 400 public holders). Additionally, in connection with our initial business combination, we will be required to demonstrate compliance with Nasdaq’s initial listing requirements, which are more rigorous than Nasdaq’s continued listing requirements, in order to continue to maintain the listing of our securities on Nasdaq. For instance, unless we decide to list on a different Nasdaq tier, which has different initial listing requirements, our share price would generally be required to be at least $4.00 per share and we would be required to have a minimum of 400 round lot holders of our securities. We cannot assure you that we will be able to meet those initial listing requirements at that time.

If Nasdaq delists our securities from trading on its exchange and we are not able to list our securities on another national securities exchange, we expect our 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<br> for our securities;
●	reduced liquidity for our securities;
●	a determination that our Class A ordinary<br> shares are a “penny stock” which will require brokers trading in our Class A ordinary shares to adhere to more stringent rules<br> 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<br> coverage; and
●	a decreased ability to issue additional<br> 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 we expect that our units and eventually our Class A ordinary shares and Share Rights will be listed on NASDAQ, our units, Class A ordinary shares and Share Rights will qualify as covered securities under the statute. Although the states are preempted from regulating the sale of our 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 Nasdaq, 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.

The nominal purchase

price paid by our sponsor for the founder shares may result in significant dilution to the implied value of your public shares upon the consummation of our initial business combination, and our sponsor is likely to make a substantial profit on its investment in us in the event we consummate an initial business combination, even if the business combination causes the trading price of our ordinary shares to materially decline.

We offered our units at an offering price of $10.00 per unit and the amount in our trust account was initially $10.00 per public share, implying an initial value of $10.00 per public share. However, prior to our IPO, our sponsor paid a nominal aggregate purchase price of $25,000 for the founder shares, or approximately $0.007 per share. As a result, the value of your public shares may be significantly diluted upon the consummation of our initial business combination, when the founder shares are converted into public shares.

The following table shows the public shareholders’ and our sponsor’s investment per share and how these compare to the implied value of one Class A ordinary share upon the completion of our initial business combination. The following table assumes that (i) our valuation is $111,550,000 (which is the amount we would have in the trust account for our initial business combination after payment of up to $3,450,000 in the business combination marketing fee ), (ii) no interest is earned on the funds held in the trust account, (iii) no public shares are redeemed in connection with our initial business combination and (iv) all founder shares are held by our initial shareholders upon completion of our initial business combination, and does not take into account other potential impacts on our valuation at the time of the initial business combination, such as (i) the value of our public and private placement units (and the securities comprising such units), (ii) the trading price of our Class A ordinary shares, (iii) the initial business combination transaction costs, (iv) any equity issued or cash paid to the target’s sellers, (v) any equity issued to other third party investors, or (vi) the target’s business itself.

Public shares		11,500,000
Private placement shares underlying the private placement units		367,500
Founder shares		3,333,333
Representative Shares		75,000
Total shares		13,753,333
Total funds in trust available for initial business combination (after payment of business combination marketing<br> fee)	$	97,000,000
Public shareholders’ investment<br> per Class A ordinary share^(1)^	$	10.00
Sponsor’s investment per Class<br> B ordinary share^(2)^	$	0.007
Initial implied value per public share	$	9.70
Implied value per share upon consummation<br> of initial business combination^(2)^	$	7.05
(1)	While the public shareholders’<br> investment is in both the public shares and the Share Rights, for purposes of this table the full investment amount is ascribed to the<br> public shares only.
---	---
(2)	The total investment in the equity<br> of the Company by the sponsor and I-Bankers. is $3,475,000, consisting of (i) $25,000 paid by the sponsor for the founder shares; and<br> (ii) $3,675,000 paid by the sponsor for 367,500 private placement units and (iii) $575,000 paid by I-Bankers for 57,500 private placement<br> units. For purposes of this table, the full investment amount is ascribed to the founder shares only.
(3)	All founder shares would automatically<br> convert into Class A ordinary shares upon completion of our initial business combination or earlier at the option of the holder.

Based on these assumptions, each Class A ordinary share would have an implied value of $7.27 per share upon completion of our initial business combination, representing an approximately 27% decrease from the initial implied value of $10.00 per public share. While the implied value of $7.27 per Class A ordinary share upon completion of our initial business combination would represent a dilution to our public shareholders, this would represent a significant increase in value for our initial shareholders relative to the price it paid for each founder share. At $7.27 per Class A ordinary share, the 3,333,333 Class A ordinary shares that the initial shareholders would own upon completion of our initial business combination (after automatic conversion of the 3,333,333 founder shares and excluding the Class A ordinary shares issuable upon conversion of the Share Rights) would have an aggregate implied value of approximately $24,233,333. As a result, even if the trading price of our Class A ordinary share significantly declines, the value of the founder shares held by our initial shareholders will be significantly greater than the amount our sponsor paid to purchase such shares. In addition, our sponsor could potentially recoup its entire investment in our company through the founder shares even if the trading price of our Class A ordinary shares after the initial business combination is as low as $0.82 per share. As a result, our initial shareholders are likely to earn a substantial profit on its investment in us upon disposition of its Class A ordinary shares even if the trading price of our Class A ordinary shares declines after we complete our initial business combination. Our initial shareholders may therefore be economically incentivized to complete an initial business combination with a riskier, weaker-performing or less-established target business than would be the case if our sponsor had paid the same per share price for the founder shares as our public shareholders paid for their public shares. The investors in our sponsor will share in any appreciation of the founder shares through their membership interests in the sponsor if we successfully complete a business combination. Accordingly, their interests in the founder shares owned by them indirectly through their membership interests in the sponsor may provide them with an incentive to vote any public shares they own in favor of a business combination, and make a substantial profit on such interests, even if the business combination is with a target that ultimately declines in value and is not profitable for other public shareholders.

This dilution would increase to the extent that the anti-dilution provisions of the founder shares result in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the founder shares at the time of our initial business combination and would become exacerbated to the extent that public shareholders seek redemptions from the trust for their public shares. In addition, because of the anti-dilution protection in the founder shares, any equity or equity-linked securities issued in connection with our initial business combination would be disproportionately dilutive to our Class A ordinary shares.

The value of

the founder shares following completion of our initial business combination is likely to be substantially higher than the nominal price paid for them, even if the trading price of our ordinary shares at such time is substantially less than $10.00 per public share.

Our sponsor has invested in us an aggregate of $3,700,000, comprised of the $25,000 purchase price for the founder shares and the $3,675,000 purchase price for the private placement units. Assuming a trading price of $10.00 per public share upon consummation of our initial business combination, the 3,333,333 founder shares would have an aggregate implied value of $33,333,330. Even if the trading price of our ordinary shares were as low as approximately $0.82 per share, and the private placement units are worthless, the value of the founder shares would be equal to our sponsor’s, and the non-managing sponsor investors’ (if any) aggregate initial investment in us. As a result, our sponsor and directors are likely to be able to make a substantial profit on its investment in us at a time when our public shares have lost significant value. Accordingly, members of our management team, who own interests in our sponsor, may be more willing to pursue a business combination with a riskier or less-established target business than would be the case if our sponsor had paid the same per share price for the founder shares as our public shareholders paid for their public shares.

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 directors or officers, or enforce judgments obtained in the United States courts against our directors or officers.

Our corporate affairs will be 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 will also be 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 precedent 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 Carey Olsen Cayman Limited (“Carey Olsen”), 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. In those circumstances, 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.

After our initial

business combination, it is possible that a majority of our directors and officers 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 directors and officers 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 directors or officers or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties on our directors and officers under United States laws.

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 contain provisions that may discourage unsolicited takeover proposals that shareholders may consider to be in their best interests. These provisions include a staggered board of directors and the ability of the board of directors to designate the terms of and issue new series of preference shares, which may make the removal of management more difficult and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.

Our amended and

restated memorandum and articles of association provide 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 provide 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 shareholder’s 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 directors, officers or other employees 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. The forum selection provision in our amended and restated memorandum and articles of association will not apply to actions or suits brought to enforce any liability or duty created by the Securities Act, Exchange Act or any claim for which the federal district courts of the United States of America are, as a matter of the laws of the United States of America, the sole and exclusive forum for determination of such a claim.

Our amended and restated memorandum and articles of association also provide 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 shareholder’s cost and limit the shareholder’s 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.

An investment

in our securities may result in uncertain U.S. federal income tax consequences.

An investment in this offering may result in uncertain U.S. federal income tax consequences. For instance, it is unclear whether the redemption rights with respect to our Class A ordinary shares suspend the running of a U.S. Holder’s (as defined below) 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 dividend income” for U.S. federal income tax purposes. See the section titled “Taxation— UnitedStates Federal Income Tax Considerations” for a summary of the U.S. federal income tax considerations of an investment in our securities. Prospective investors are urged to consult their tax advisors with respect to these and other tax consequences when acquiring, owning or disposing of our securities.

A U.S. Holder is a beneficial owner of our units, Class A ordinary shares or Share Rights who or that is, for United States federal income tax purposes:

●	an individual who is a citizen or<br> resident of the United States;
●	a corporation (or other entity taxable<br> as a corporation for United States tax purposes) organized in or under the laws of the United States, any state thereof or the District<br> of Columbia;
●	an estate whose income is subject<br> to United States federal income tax regardless of its source; or
●	a trust, if: (i) a court within the<br> United States is able to exercise primary supervision over the administration of the trust and one or more United States persons (as defined<br> in the Code) have authority to control all substantial decisions of the trust, or (ii) it has a valid election in effect under Treasury<br> Regulations to be treated as a United States person (as defined in the Code).

Whether a redemption

of Class A ordinary shares will be treated as a sale of such Class A ordinary shares for U.S. federal income tax purposes will depend on a shareholder’s specific facts.

The U.S. federal income tax treatment of a redemption of Class A ordinary shares will depend on whether the redemption qualifies as a sale of such Class A ordinary shares under Section 302(a) of the Internal Revenue Code of 1986, as amended (the “Code”), which will depend largely on the total number of our shares treated as held by the shareholder electing to redeem Class A ordinary shares (including any shares constructively owned by the holder as a result of owning private placement units or public units or otherwise) relative to all of our shares outstanding both before and after the redemption. If such redemption is not treated as a sale of Class A ordinary shares for U.S. federal income tax purposes, the redemption will instead be treated as a corporate distribution of cash from us. For more information about the U.S. federal income tax treatment of the redemption of Class A ordinary shares, see the sections entitled “Certain Income Tax Considerations — U.S. Federal Income Tax Considerations — Considerations for U.S. Holders — Redemption or Repurchase of Class A Ordinary Shares for Cash” or “Certain Income Tax Considerations — U.S. Federal Income Tax Considerations — Considerations for Non-U.S. Holders — Redemption or Repurchase of Class A Ordinary Shares for Cash,” as applicable.

We may amend

the terms of the Share Rights in a manner that may be adverse to holders of Share Rights with the approval by the holders of at least 50% of the then outstanding Share Rights. As a result, the conversion ratio of your Share Rights could be changed, the conversion period could be shortened and the number of Class A ordinary shares upon conversion of a Share Right could be changed, all without your approval.

Our Share Rights were issued in registered form under a rights agreement between VStock Transfer LLC as right agent, and us. The rights agreement provides that the terms of the Share Rights may be amended without the consent of any holder for the purpose of (i) curing any ambiguity or to correct any defective provision or mistake, including to conform the provisions of the rights agreement to the description of the terms of the Share Rights and the rights agreement set forth in the prospectus for our IPO, (ii) adjusting the provisions relating to cash dividends on ordinary shares as contemplated by and in accordance with the rights agreement or (iii) adding or changing any provisions with respect to matters or questions arising under the rights agreement as the parties to the rights agreement may deem necessary or desirable and that the parties deem to not adversely affect the rights of the registered holders of the Share Rights, provided that the approval by the holders of at least 50% of the then-outstanding Share Rights is required to make any change that adversely affects the interests of the registered holders of Share Rights. Accordingly, we may amend the terms of the Share Rights in a manner adverse to a holder of Share Rights if holders of at least 50% of the then outstanding Share Rights approve of such amendment. Although our ability to amend the terms of the Share Rights with the consent of at least 50% of the then outstanding Share Rights is unlimited, examples of such amendments could be amendments to, among other things, change the conversion ratio of the Share Rights, shorten the conversion period or change the number of Class A ordinary shares upon conversion of a Share Right.

Our rights 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 Share Rights, which could limit the ability of Share Right holders to obtain a favorable judicial forum for disputes with our company.

Our rights 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 rights 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 will waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. With respect to any complaint asserting a cause of action arising under the Securities Act or the rules and regulations promulgated thereunder, we note, however, that there is uncertainty as to whether a court would enforce this provision and that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. Section 22 of the Securities Act creates concurrent jurisdiction for state and federal courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.

Notwithstanding the foregoing, these provisions of the rights agreement will 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. Any person or entity purchasing or otherwise acquiring any interest in any of our Share Rights shall be deemed to have notice of and to have consented to the forum provisions in our rights agreement. If any action, the subject matter of which is within the scope the forum provisions of the rights 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 Share Rights, 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 Share Right holder in any such enforcement action by service upon such Share Right holder’s counsel in the foreign action as agent for such Share Right holder. This choice-of-forum provision may limit a Share Right 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 rights 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.

Holders of Class

A ordinary shares will not be entitled to vote on continuing the company in a jurisdiction outside of the Cayman Islands.

As holders of our Class A ordinary shares, our public shareholders will not have the right to vote on continuing the company in a jurisdiction outside of the Cayman Islands (including any special resolution required to amend our constitutional documents or to adopt new constitutional documents, in each case, as a result of our approving a transfer by way of continuation in a jurisdiction outside of the Cayman Islands).

The grant of

registration rights to our sponsor, I-Bankers and other holders of our private placement units (and the securities comprising such units) 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 concurrently with the issuance and sale of the securities in our IPO, our sponsor, I-Bankers., and their permitted transferees can demand that we register the Class A ordinary shares into which founder shares are convertible, holders of our private placement units (and the securities comprising such units) and their permitted transferees can demand that we register the private placement units (and the securities comprising such units) or holders of securities that may be issued upon conversion of working capital loans and their permitted transferees may demand that we register such units, shares or the Class A ordinary shares upon conversion of such Share Rights and any other securities of the company acquired by them prior to the consummation of our initial business combination. We will bear the cost 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 Class A ordinary shares that is expected when the ordinary shares owned by our initial shareholders, holders of our private placement units or holders of our working capital loans or their respective permitted transferees are registered.

General Risk

Factors

We are a blank

check 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 blank check company incorporated under the laws of the Cayman Islands with no limited operating results, and we did not commence operations until obtaining funding through our IPO. Because we lack an operating history, you have no basis upon which to evaluate our ability to achieve our business objective of completing our initial business combination. We have no plans, arrangements or understandings with any prospective target business concerning a business combination and may be unable to complete our initial business combination. If we fail to complete our initial business combination, we will never generate any operating revenues.

Past performance

by our management team, our advisors and their respective affiliates, including investments and transactions in which they have participated and businesses with which they have been associated, may not be indicative of future performance of an investment in the company.

Information regarding our management team, our advisors and their respective affiliates, including investments and transactions in which they have participated and businesses with which they have been associated, is presented for informational purposes only. Any past experience and performance by our management team, our advisors and their respective affiliates and the businesses with which they have been associated, is not a guarantee that we will be able to successfully identify a suitable candidate for our initial business combination, that we will be able to provide positive returns to our shareholders, or of any results with respect to any initial business combination we may consummate. You should not rely on the historical experiences of our management team, our advisors and their respective affiliates, including investments and transactions in which they have participated and businesses with which they have been associated, as indicative of the future performance of an investment in us or as indicative of every prior investment by each of the members of our management team, our advisors or their respective affiliates. The market price of our securities may be influenced by numerous factors, many of which are beyond our control, and our shareholders may experience losses on their investment in our securities.

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 may be a passive

foreign investment company, or “PFIC,” which could result in adverse United States 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. Holder of our Class A ordinary shares or Share Rights, the U.S. Holder 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. Our actual PFIC status for any taxable year, however, will not be determinable until after the end of such taxable year (and, in the case of the start-up exception, potentially not until after the two taxable years following our current taxable year). Accordingly, there can be no assurances with respect to our status as a PFIC for our current taxable year or any subsequent taxable year. Moreover, 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 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 Share Rights in all cases. We urge U.S. investors to consult their own tax advisors regarding the possible application of the PFIC rules.

If our initial

business combination involves a company organized under the laws of the United States (or any subdivision thereof), a U.S. federal excise tax could be imposed on us in connection with any redemptions of our Class A ordinary shares after or in connection with such initial business combination.

The Inflation Reduction Act of 2022 provides for, among other things, a new 1% U.S. federal excise tax on certain repurchases (including redemptions) of stock by publicly traded U.S. corporations after December 31, 2022 (the “stock buyback tax”), subject to certain exceptions. If applicable, the amount of the stock buyback tax is generally 1% of the aggregate fair market value of any stock repurchased by the corporation during a taxable year, net of the aggregate fair market value of certain new stock issuances by the repurchasing corporation during the same taxable year. The Biden administration has proposed increasing the stock buyback tax rate from 1% to 4%; however, it is unclear whether such a change will be enacted and, if enacted, how soon it could take effect. In addition, the U.S. Treasury Department and IRS have released preliminary guidance that would potentially cause a non-U.S. corporation’s U.S. subsidiaries to be subject to the stock buyback tax with respect to any share repurchases made by the non-U.S. corporation under certain circumstances.

As an entity incorporated as a Cayman Islands exempted company, the stock buyback tax is currently not expected to apply to redemptions of our Class A ordinary shares (absent any regulations or other additional guidance that may be issued in the future).However, in connection with an initial business combination involving a company organized under the laws of the United States (or any subdivision thereof), it is possible that we domesticate and continue as a Delaware corporation prior to certain redemptions. Because we expect that, following such a domestication, our securities would continue to trade on NASDAQ, in such a case we could be subject to the stock buyback tax with respect to any subsequent redemptions (including redemptions in connection with the initial business combination) that are treated as repurchases for this purpose. In all cases, whether and to what extent we would be subject to the stock buyback tax will depend on a number of factors, including (i) the structure of the initial business combination, including the extent to which the initial business combination involves a U.S. corporation and the extent to which we issue shares in the initial business combination or otherwise during the same taxable year that are eligible to offset any redemptions or other repurchases, (ii) the fair market value of the shares redeemed and (iii) the extent such redemptions could be treated as dividends and not as repurchases. The applicability of the stock buyback tax to us could be further affected by the content of any regulations, clarifications or other additional guidance from the U.S. Treasury Department that may be issued and applicable to the redemptions.

Any stock buyback tax that becomes payable as a result of any redemptions of our Class A ordinary shares (or other shares into which such Class A ordinary shares may be converted) in connection with our initial business combination or otherwise would be payable by us and not by the redeeming holder. To the extent such taxes are applicable, the amount of cash available to pay redemptions or to transfer to the target business in connection with our initial business combination may be reduced, which could result in our inability to meet conditions in the agreement relating to our initial business combination related to a minimum cash requirement, if any, or otherwise result in the shareholders of the combined company (including any of our shareholders who do not exercise their redemption rights in connection with the initial business combination) to economically bear the impact of such stock buyback tax.

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 internal controls 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 could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including if the market value of our Class A ordinary shares held by non-affiliates exceeds $700 million as of any June 30^th^before that time, in which case we would no longer be an emerging growth company as of the following December 31^st^. 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 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.

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 the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates is equal to or exceeds $250 million as of the prior June 30^th^, or (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates is equal to or exceeds $700 million as of the prior June 30. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible.

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.

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.

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.

Recent increases

in inflation in the United States and elsewhere could make it more difficult for us to complete our initial business combination.

Recent increases in inflation in the United States and elsewhere may lead to increased price volatility for publicly traded securities, including ours, or other national, regional or international economic disruptions, any of which could make it more difficult for us to complete our initial business combination.

ITEM

1B. UNRESOLVED STAFF COMMENTS

None.

ITEM

1C. CYBERSECURITY

We are a special purpose acquisition company with no business operations. Since our IPO, our sole business activity has been identifying and evaluating suitable acquisition transaction candidates. Therefore, we do not consider that we face significant cybersecurity risk and have not adopted any cybersecurity risk management program or formal processes for assessing cybersecurity risk. Our board of directors is generally responsible for the oversight of risks from cybersecurity threats, if any. We have not encountered any cybersecurity incidents since our IPO.

ITEM

PROPERTIES

We currently maintain our executive offices at 515 E. Las Olas Blvd., Suite 120, Fort Lauderdale, Florida 33301. The cost for this space is included in the $10,000 per month fee. Pursuant to an administrative services agreement, commencing on September 24, 2025, between the Company and the sponsor (the “Administrative Services Agreement”), until the completion of our initial business combination or liquidation, we will pay a monthly fee of $10,000 to our sponsor for secretarial and administrative services.

ITEM

LEGAL PROCEEDINGS

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

ITEM

MINE SAFETY DISCLOSURES

Not applicable.

PART

ITEM

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our equity securities trade on the Nasdaq Global Market. The ordinary shares and rights are trading on the Nasdaq Global Market under the symbols “EMIS” and “EMISR,” respectively.

Holders of Record

On March 27, 2026, there were 4 holders of record of our ordinary shares and 1 holder of record of our rights. Such numbers do not include beneficial owners holding our securities through nominee names.

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 our initial business combination.

The payment of any dividends subsequent to a business combination will be within the discretion of our board of directors at such time and we will only pay such dividend out of our profits or share premium (subject to solvency requirements) as permitted under Cayman Islands Law. It is the present intention of our board of directors to retain all earnings, if any, for use in our business operations and, accordingly, our board of directors does not anticipate declaring any dividends in the foreseeable future. In addition, our board of directors is not currently contemplating and does not anticipate declaring any share dividends in the foreseeable future. Further, the ability to pay such dividends in kind at the combined company’s option may result in dilution to existing shareholders. If we incur any indebtedness in connection with our initial business combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.

Use of Proceeds

from our IPO

On September 26, 2025, we consummated our IPO of 11,500,000 units at $10.00 per unit, each unit consisting of one ordinary share and one right entitling the holder thereof to receive one-tenth of one ordinary share upon the completion of our initial business combination, generating gross proceeds of $115,000,000. Simultaneously with the closing of the IPO, we consummated the sale of 367,500 private placement units at a price of $10.00 per unit in a private placement to the sponsor and I-Bankers, generating gross proceeds of $3,675,000. Following the closings of the IPO and the private placement on September 26, 2025, an aggregate amount of $115,000,000 ($10.00 per unit) from the net proceeds of the sale of the public units, and a portion of the net proceeds from the sale of the private placement units, was placed in the Trust Account and held in demand deposit or cash accounts or invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of (i) the completion of a business combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders. Transaction costs amounted to $2,316,412, consisting of $1,725,000 of cash underwriting fee and $591,412 of other offering costs.

For a description of the use of the proceeds generated in our IPO, see Part II, Item 7 of this Annual Report.

ITEM

[RESERVED]

ITEM

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with our audited financial statements and the notes related thereto which are included in “Item 8. Financial Statements and Supplementary Data” of this Annual Report on Form 10-K. Certain information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under “Special Note Regarding Forward-Looking Statements,” “Item 1A. Risk Factors” and elsewhere in this Annual Report on Form 10-K.

Overview

We are a blank check company incorporated in the Cayman Islands on March 21, 2025, formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities that the Company has not yet identified. We intend to effectuate our initial business combination using cash derived from the proceeds of the IPO and the sale of the Private Placement Units, our shares, debt or a combination of cash, shares and debt.

We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete an initial business combination will be successful.

Results of Operations

We have neither engaged in any operations nor generated any revenues to date. Our only activities from March 21, 2025 (inception) through December 31, 2025 were organizational activities, those necessary to prepare for the IPO, described below, and identifying a target company for an initial business combination. We do not expect to generate any operating revenues until after the completion of our initial business combination agreement. We generate non-operating income in the form of interest income on marketable securities held in the trust account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the period from March 21, 2025 (inception) through December 31, 2025, we had a net income of $840,557, which consists of interest income on cash and marketable securities held in the trust account of $1,149,606, offset by operating costs of $309,049.

Liquidity and

Capital Resources

On September 26, 2025, we consummated the IPO of 11,500,000 Units, which includes the full exercise by I-Bankers of its over-allotment option of 1,500,000 Units, at $10.00 per Unit, generating gross proceeds of $115,000,000. Simultaneously with the closing of the IPO, we consummated the sale of an aggregate of 367,500 Private Placement Units at a price of $10.00 per Private Placement Unit, generating gross proceeds of $3,675,000.

Following the IPO, the full exercise of the over-allotment option, and the sale of the Private Units, a total of $115,000,000 was placed in the trust account. We incurred $2,316,412 in IPO related costs, consisting of $1,725,000 cash underwriting fee, and $591,412 of other offering costs.

For the period from March 21, 2025 (inception) through December 31, 2025, cash used in operating activities was $451,470. Net income of $840,557 was affected by interest earned on cash and marketable securities held in the trust account of $1,149,606 and payment of operation costs through promissory note of $40,140. Changes in operating assets and liabilities provided $182,561 of cash for operating activities.

As of December 31, 2025, we had marketable securities held in the trust account of $116,149,606 (including approximately $1,149,606 of interest income) consisting of U.S. Treasury Bills with a maturity of 185 days or less. We may withdraw interest from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the trust account (less income taxes payable), to complete our initial business combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our initial business combination, the remaining proceeds held in the trust account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of December 31, 2025, we had cash of $947,868. We intend to use the funds held outside the trust account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete an initial business combination.

In order to fund working capital deficiencies or finance transaction costs in connection with an initial business combination, the sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us funds as may be required. If we complete an initial business combination, we would repay such loaned amounts. In the event that an initial 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 working capital loans for each such person may be convertible into units of the post-business combination entity at a price of $10.00 per unit at the option of our sponsor.

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 an initial 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 initial business combination. Moreover, we may need to obtain additional financing either to complete our initial business combination or because we become obligated to redeem a significant number of our public shares upon consummation of our initial business combination, in which case we may issue additional securities or incur debt in connection with such initial business combination.

Off-Balance Sheet Financing Arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of December 31, 2025. 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

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement with the sponsor or an affiliate to pay an affiliate of sponsor a total of $10,000 per month for office space, administrative and shared personnel support services. These monthly fees will cease upon the completion of the initial business combination or the liquidation of the Company.

The underwriter was entitled to a cash underwriting discount of $1,725,000, which was paid in cash at the closing of the IPO.

We have engaged I-Bankers as advisor in connection with the initial business combination. Upon a successful initial business combination, the Company will pay I-Bankers, a business combination marketing fee equal to 3% of the remaining trust account balance upon business combination, subject to a minimum of $1,000,000.

Critical Accounting

Estimates

The preparation of unaudited condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America 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. Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could materially differ from those estimates. As of December 31, 2025, we did not have any critical accounting estimates to be disclosed.

ITEM

7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required for smaller reporting companies.

ITEM

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

This information appears following Item 15 of this Report and is included herein by reference.

ITEM

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM

9A. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls

and Procedures

Disclosure controls and procedures are controls and other procedures 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 our reports filed or submitted under the Exchange Act is accumulated and communicated to Management, including our Chief Executive Officer and Chief Financial Officer (together, the “Certifying Officers”), or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our Management, including our Certifying Officers, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were effective as of the period from March 21, 2025 (inception) through December 31, 2025.

Management’s

Report on Internal Controls Over Financial Reporting

This Annual Report on Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.

Changes in Internal Control over Financial

Reporting

There was no change in our internal control over financial reporting that occurred during the fiscal quarter of 2025 covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

ITEM

9B. OTHER INFORMATION

Trading Arrangements

No director or officer of the Company adopted or terminated any contract, instruction or written plan for the purchase or sale of securities of the registrant intended to satisfy the affirmative defense conditions of Rule 10b5-1(c); or any “non-Rule 10b5-1 trading arrangement” as defined in paragraph (c) of Item 408 of Regulation S-K.

ITEM

9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

Not applicable.

PART

III

ITEM

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Executive Officers

and Directors

Our executive officers and directors are as follows:

Name	Age	Position
Peter Goldstein	62	Chairman of the Board of Directors and Chief Executive<br> Officer
David Lowenstein	63	Chief Financial Officer and Director
Anna C. Mallon	45	Director
Low Koon Poh	53	Director
Seth Farbman	53	Director

Peter Goldstein is

our Chairman and Chief Executive Officer. Mr. Goldstein is a capital markets strategist and serial entrepreneur with over 30 years of leadership across public and private companies. As a seasoned C-suite executive, founder, and investment banker, he brings deep expertise in IPO execution, cross-border M&A, and public company governance. Goldstein has built and led multiple ventures through market cycles, earning recognition as a trusted voice navigating the evolving landscape of Wall Street and global finance. Since June 2019, he is the founder and CEO of Exchange Listing, LLC, guiding emerging growth companies through senior exchange listings on the Nasdaq and the New York Stock Exchange (“NYSE”). Since March 2022, he is also the founder and CEO of Emmis Capital, a bridge capital fund for financing growth companies listing on Nasdaq and NYSE. Since December 2006, he has led Grandview Capital, a FINRA-registered investment bank focused on high-impact capital formation for entrepreneurial growth companies. Peter has a masters degree in business administration from the University of Miami Herbert School of Business. We believe that Mr. Goldstein’s vast experience in navigating exchange listings and capital formation makes him an ideal fit for our Board.

David Lowenstein is

our Chief Financial Officer and a Director. Mr. Lowenstein is a senior executive with broad experience scaling businesses from start-up to IPO and subsequent public and private market success and has particularly strong expertise in mergers and acquisitions, strategic planning as well as both public and private financing and has served on the boards of several public companies. Since October 2024, Mr. Lowenstein has been the CEO at Renuable Computing Corporation. Since November 2021, he has been the Chair of the Investment Committee at Exchange Listing LLC. From September 2005 to November 2021, he was the CEO and Co-Founder of Secure Computing Corporation. Mr. Lowenstein was a Co-Founder, Director and Consultant at SOURCECORP (NASDAQ: SRCP) and has served in various senior management positions including Executive Vice-President Corporate Development, Chief Financial Officer and Treasurer from the company’s 1994 inception, through its 1996 IPO, and co-led the Company’s August 2006 sale to Apollo Partners LP. Mr. Lowenstein was also previously a Director and Audit Chair of Cricket Media (TSX.V: CKT and Board Chairman, Chair of the Compensation and Nominating committees, and Audit committee member of The Princeton Review (NASDAQ: REVU). David graduated with a Master of Science of Public Policy and Business Administration (Merit Scholar) from Carnegie Mellon University and received an Honors Bachelor of Arts in Economics from Sir Wilfred University. We believe that Mr. Lowenstein’s vast experience in navigating mergers and acquisitions, strategic planning and financings makes him an ideal fit for our Board.

Anna C Mallon is

our Director. Ms. Mallon is the founder and has been the host of Global Investor Circles since 2024. She is also the founder and CIO of ExitPath Ventures since April 2024, as well as founder, VC lead and investor at S2L Ventures since 2016. Previously, she was the venture capital and startups lead at Amazon Web Services from January 2020 to October 2023 and the Pre-VC startups and ecosystem lead there from January 2020 to August 2023. She was the founding director, corporate L&D at The Creative Experience from 2013 to 2021. Ms. Mallon holds a B.A(Hons) from The Open university and an executive MBA from the Fox School of Business at Temple University. We believe that Ms. Mallon’s extensive experience with raising capital and assisting venture capital and startups makes her an ideal fit for our Board.

Low Koon Poh has

been a director in IPO Partners Limited since July 2014 and the managing partner at KL Management Services since November 2002. He has also served as an independent director on the board of Advance Health Intelligence Limited since July 2020. He was executive chairman and chief executive officer of Medi Lifestyle Limited from June 2019 to February 2024 as well as an independent director on the board of Catalano Seafood Limited from March 2021 to October 2023. He is also a member of the Association of Chartered Certificate Accountants since 1998 and the Malaysian Institute of Accountants since 1999. We believe that Mr. Low’s extensive experience with corporate organizations as well as his international experience makes him an ideal fit for our Board.

Seth Farbman is

our Director. Mr. Farbman has been the founder, chairman and president of VStock Transfer LLC since January 2011. He is also the founder of Share Media, LLC since January 2023, and co-chairman of vCheck Global LLC since January 2013. Mr. Farbman was also the co-founder of eSignatureGuarantee LLC from December 2015 to July 2025 and Vcorp Services from April 2008 to October 2016. He holds a B.A from Yeshiva University and J.D. from Cardozo School of Law. We believe that Mr. Farbman’s vast experience with to be listed and listed companies makes him an ideal fit for our Board.

Number and Terms

of Office of Officers and Directors

We have five directors. Our board of directors is divided into three classes with only one class of directors being elected in each year and each class (except for those directors appointed prior to our first annual meeting of shareholders) serving a three-year term. The term of office of the first class of directors, consisting of Seth Farbman, will expire at our first annual meeting of shareholders. The term of office of the second class of directors, consisting of Low Koon Poh and Anna C. Mallon, will expire at the second annual meeting of shareholders. The term of office of the third class of directors, consisting of David Lowenstein and Peter Goldstein, will expire at the third annual meeting of shareholders. We may not hold an annual meeting of shareholders until after we consummate our initial business combination.

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.

Committees of

the Board of Directors

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

Audit Committee

Anna C Mallon and Low Koon Poh will serve as members of our audit committee, and Low Koon Poh will chair the audit committee. Under applicable SEC rules, we are required to have at least three members of the audit committee, all of whom must be independent. Each of Anna C Mallon and Low Koon Poh meet the independent director standard under Rule 10-A-3(b)(1) of the Exchange Act. We intend to appoint one additional independent director to our board during the one-year period following this offering pursuant to the Nasdaq phase-in provisions for initial public offerings.

Each member of the audit committee is financially literate, and our board of directors has determined that Low Koon Poh qualifies as an “audit committee financial expert” as defined in applicable SEC rules.

We have adopted an audit committee charter, which details the principal functions of the audit committee, including:

●	the appointment, compensation, retention,<br> replacement, and oversight of the work of the independent registered public accounting firm engaged by us;
●	pre-approving all audit and permitted<br> non-audit services to be provided by the independent registered public accounting firm engaged by us, and establishing pre-approval policies<br> and procedures;
●	setting clear hiring policies for<br> employees or former employees of the independent registered public accounting firm, including but not limited to, as required by applicable<br> laws and regulations;
●	setting clear policies for audit<br> partner rotation in compliance with applicable laws and regulations;
●	obtaining and reviewing a report,<br> at least annually, from the independent registered public accounting firm describing (i) the independent registered public accounting<br> firm’s internal quality-control procedures, (ii) any material issues raised by the most recent internal quality-control review,<br> or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities within the preceding<br> five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues and (iii) all<br> relationships between the independent registered public accounting firm and us to assess the independent registered public accounting<br> firm’s independence;
●	reviewing and approving any related<br> party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such<br> transaction; and
●	reviewing with management, the independent<br> registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any<br> correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding<br> our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial<br> Accounting Standards Board, the SEC or other regulatory authorities.

Compensation

Committee

Ms. Mallon, Mr. Poh and Mr. Farbman serve as members of our compensation committee, with Mr. Farbman serving as the chairman of the compensation committee. Under the NASDAQ listing standards and applicable SEC rules, we are required to have at least two members of the compensation committee, all of whom must be independent, subject to certain phase-in provisions. Each such person meets the independent director standard under NASDAQ listing standards applicable to members of the compensation committee.

We have adopted a compensation committee charter, which details the principal functions of the compensation committee, including:

●	reviewing and approving on an annual<br> basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive<br> Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief<br> Executive Officer based on such evaluation;
●	reviewing and approving on an annual<br> basis the compensation of all of our other officers;
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●	reviewing on an annual basis our executive<br> compensation policies and plans;
---	---

●	implementing and administering our<br> incentive compensation equity-based remuneration plans;
●	assisting management in complying<br> with our proxy statement and annual report disclosure requirements;
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●	approving all special perquisites,<br> special cash payments and other special compensation and benefit arrangements for our officers and employees;
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●	if required, producing a report on<br> executive compensation to be included in our annual proxy statement; and
---	---
●	reviewing, evaluating, and recommending<br> 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 will be 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 NASDAQ and the SEC.

Nominating and

Corporate Governance Committee

The members of the committee are Anna C. Mallon, Low Koon Poh, and Seth Farbman. Anna C. Mallon serves as the Chair of the Committee.

We have adopted a nominating and corporate governance committee charter, which details the purpose and responsibilities of the nominating and corporate governance committee, including:

●	identifying and<br> screening individuals qualified to serve as directors, consistent with criteria approved by the board, and recommending to the board of<br> directors candidates for nomination for election at the annual meeting of shareholders or to fill vacancies on the board of directors;
●	developing and<br> recommending to the board of directors and overseeing implementation of our corporate governance guidelines;
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●	overseeing our<br> policies and procedures with respect to the consideration of director candidates recommended by shareholders, including the submission<br> of any proxy access nominees by shareholders;
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●	coordinating and<br> overseeing the annual self-evaluation of the board of directors, its committees, individual directors and management in the governance<br> of the company; and
---	---
●	reviewing on a<br> regular basis our overall corporate governance and recommending improvements as and when necessary.
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The charter also provides that the nominating and corporate governance committee may, in its sole discretion, retain or obtain the advice of, and terminate, any search firm to be used to identify director candidates, and will be directly responsible for approving the search firm’s fees and other retention terms.

We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, the board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders. Prior to our initial business combination, holders of our public shares will not have the right to recommend director candidates for nomination to our board of directors.

Compensation

Committee Interlocks and Insider Participation

None of our officers currently serves, or in the past year has served, as a member of the compensation committee of any entity that has one or more officers serving on our board of directors.

Code of Ethics

We have adopted a code of ethics applicable to our directors, officers and employees. Our code of ethics contains a conflict of interest policy that prohibits our directors and executive officers, and other related parties, from engaging in any transaction that involves a conflict of interest with the Company. The conflict of interest policy provides that a committee of independent members of the board of directors may, among other things, cause any officer or director who has a direct or indirect interest in a transaction to recuse him or herself from the consideration of such transaction and, to the extent necessary, the committee may retain appropriately qualified, non-conflicted personnel to advise the Company in connection with such transaction. Our Code of Ethics was filed as an exhibit to the registration statement for our initial public offering. In addition, 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, directors and officers owe the following fiduciary duties:

●	duty to act in good faith in what<br> the director or officer believes to be in the best interests of the company as a whole;
●	duty to exercise powers for the<br> purposes for which those powers were conferred and not for a collateral purpose;
●	duty to not improperly fetter the<br> exercise of future discretion;
●	duty to exercise powers fairly as<br> between different sections of shareholders;
●	duty not to put themselves in a<br> position in which there is a conflict between their duty to the company and their personal interests
●	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 which that director has.

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 at the expense of the company. However, in some instances what would otherwise be a breach of this duty can be forgiven 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 memorandum and articles of association or alternatively by shareholder approval at general meetings. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity, subject to their fiduciary duties under Cayman Islands law. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by law: (i) no individual serving as a director or an officer, among other persons, shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us, and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which (a) may be a corporate opportunity for any director or officer, on the one hand, and us, on the other or (b) the presentation of which would breach an existing legal obligation of a director or officer to any other entity.

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

Individual	Entity	Entity’s<br> Business	Affiliation
Peter Goldstein	Exchange Listing LLC	Consulting	Founder and CEO
	Grandview Capital	Advisory and Consulting	CEO
David Lowenstein	HackJacket Inc.	Business consulting and cybersecurity	CEO
	Exchange Listing LLC	Consulting	Chair, Investment Committee
Anna C Mallon	LumiEra Properties Limited	Property investment and development<br> (UK)	Founder and Director
	The Creative Experience & S2L Ventures	Corporate innovation, training and<br> startup advisory	Founder and Director
Low Koon Poh	Advances Health Intelligence Limited	Health technology	Independent Director
	IPO Partners	Business consulting	Director
	KL Management Services	Accounting and business consulting	Managing Partner
Seth Farbman	VStock Transfer Inc	Transfer agent services	Chairman
	VCheck Global LLC	Consulting	Co-Chairman
	Share Media LC	Consulting	Founder

Our sponsor, its affiliates and promoters do not have prior experience in organizing special purpose acquisition companies and are not involved in other special purpose acquisition companies. In addition, our sponsor and our 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. As a result, our sponsor, officers and directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other special purpose acquisition company with which they may become involved. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination target which could materially affect our ability to complete our initial business combination. In the event they become involved in other SPACs seeking initial business combinations, our sponsor, officers and directors may have conflicts of interest in determining whether to present business combination opportunities to us or to any other SPAC with which they may become involved. If any of our sponsor, officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he, she or it has then-current fiduciary or contractual obligations, then, he, she or it may be required to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination target, which could materially affect our ability to complete our initial business combination. Notwithstanding the foregoing, it is currently expected that, with respect to acquisition opportunities, our Company will have priority over any other SPACs with which our sponsor, officers or directors become involved until we complete our initial business combination or enter into a contractual agreement that would restrict our ability to engage in material discussions regarding a potential initial business combination.

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

●	Our officers and<br> 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<br> 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<br> employees prior to the completion of our initial business combination. Each of our officers is engaged in several other business endeavors<br> for which he may be entitled to substantial compensation, and our officers are not obligated to contribute any specific number of hours<br> per week to our affairs.
●	Our initial shareholders<br> purchased founder shares prior to the date of our IPO and purchased private placement units in a transaction that closed simultaneously<br> with the closing of our IPO. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they<br> have agreed to waive their redemption rights with respect to their founder shares and public shares in connection with the completion<br> of our initial business combination. Additionally, our sponsor, officers and directors have agreed to waive their rights to liquidating<br> distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within<br> the prescribed time frame, although they will be entitled to liquidating distributions from assets outside the trust account. If we do<br> not complete our initial business combination within the prescribed time frame, the private placement share rights will expire worthless.<br> Furthermore, our sponsor, officers and directors have agreed not to transfer, assign or sell any of their founder shares and any Class A<br> ordinary shares issuable upon conversion thereof until the earlier to occur of: (i) one year after the completion of our initial<br> business combination or (ii) the date following the completion of our initial business combination on which we complete a liquidation,<br> merger, share exchange or other similar transaction that results in all of our shareholders having the right to exchange their ordinary<br> shares for cash, securities or other property. Notwithstanding the foregoing, if the closing price of our Class A ordinary shares<br> equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and<br> the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business<br> combination, the founder shares will be released from the lockup. The private placement units (including the securities underlying such<br> units) will not be transferable until 30 days following the completion of our initial business combination. Because each of our officers<br> and director will own ordinary shares or units directly or indirectly, they may have a conflict of interest in determining whether a particular<br> target business is an appropriate business with which to effectuate our initial business combination.
---	---
●	our sponsor and<br> members of our management team directly or indirectly own our securities, and accordingly, they may have a conflict of interest<br> in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination.<br> Our sponsor invested in us an aggregate of $3,700,000, comprised (or of the $25,000 purchase price for the founder shares (or approximately<br> $0.007 per share) and the $3,675,000 purchase price for the private placement units (or $10.00 per unit). Accordingly, our management<br> team, which owns interests in our sponsor, may be more willing to pursue a business combination with a riskier or less-established target<br> business than would be the case if our sponsor had paid the same per share price for the founder shares as our public shareholders paid<br> for their public shares.
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●	certain members<br> of our management team may receive compensation upon consummation of our initial business combination, and accordingly, they may have<br> a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial<br> business combination as such compensation will not be received unless we consummate such business combination.
●	Our officers and<br> directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation<br> of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business<br> combination.
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●	In the event our<br> sponsor or members of our management team provide loans to us to finance transaction costs and/or incur expenses on our behalf in connection<br> with an initial business combination, such persons may have a conflict of interest in determining whether a particular target business<br> is an appropriate business with which to effectuate our initial business combination as such loans may not be repaid and/or such expenses<br> may not be reimbursed unless we consummate such business combination.
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●	Similarly, if we<br> agree to pay our sponsor or a member of our management team a finder’s fee, advisory fee, consulting fee or success fee in order<br> to effectuate the completion of our initial business combination, such persons may have a conflict of interest in determining whether<br> a particular target business is an appropriate business with which to effectuate our initial business combination as any such fee may<br> not be paid unless we consummate such business combination.
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●	We are not prohibited<br> from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors or completing<br> the business combination through a joint venture or other form of shared ownership with our sponsor, officers or directors; accordingly,<br> such affiliated person(s) may have a conflict of interest in determining whether a particular target business is an appropriate business<br> with which to effectuate our initial business combination as such affiliated person(s) would have interests different from our public<br> shareholders and would likely not receive any financial benefit unless we consummated such business combination.
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Upon consummation of our IPO, we repaid $300,000

in loans made to us by our sponsor to cover offering-related and organizational expenses, and we commenced paying an affiliate of our sponsor $10,000 per month for office space and administrative and personnel services. In the event that we obtain working capital loans from our sponsor to finance transaction costs related to our initial business combination, up to $1,500,000 of such loans may be convertible into units of the post-business combination entity at a price of $10.00 per unit at the option of our sponsor. Additionally, following consummation of a business combination, members of our management team will be entitled to reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination. As a result, there may be actual or potential material conflicts of interest between members of our management team, our sponsor and its affiliates on one hand, and purchasers in this offering on the other. See the sections titled “Business — Sponsor Information”, “Business — Conflicts of Interest”, “Risk Factors — Risks Relating to our Search for, and Consummation of or Inability to Consummate, a Business Combination — Since our sponsor, officers and directors, any other holder of our founder shares, may lose their entire investment in us if our initial business combination is not completed (other than with respect to public shares they may acquire), a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination.”

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

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

In the event that we submit our initial business combination to our public shareholders for a vote, our sponsor, officers and directors have agreed to vote their founder shares, and they and the other members of our management team have agreed to vote their founder shares and any shares purchased during or after the offering in favor of our initial business combination, aside from shares they may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act, which would not be voted in favor of approving the business combination transaction. The non-managing investors in the sponsor are not required to (i) hold any units, Class A ordinary shares or public units they may purchase in the IPO or thereafter for any amount of time, (ii) vote any Class A ordinary shares they may own at the applicable time in favor of our initial business combination or (iii) refrain from exercising their right to redeem their public shares at the time of our initial business combination. They will have the same rights to the funds held in the trust account with respect to the Class A ordinary shares underlying the units they may have purchased in our IPO as the rights afforded to our other public shareholders.

Legal Proceedings

Unless otherwise indicated, no officer, director, or persons nominated for such positions, promoter or significant employee has been involved in the last ten years in any of the following:

●	Any bankruptcy<br> petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy<br> or within two years prior to that time,
●	Any conviction<br> in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses),
●	Being subject to<br> any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or<br> temporarily enjoining, barring, suspending or otherwise limiting their involvement in any type of business, securities or banking activities,
●	Being found by<br> a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal<br> or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated,
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●	Having any government agency, administrative<br> agency, or administrative court impose an administrative finding, order, decree, or sanction against them as a result of their involvement<br> in any type of business, securities, or banking activity,
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●	Being the subject of a pending administrative<br> proceeding related to their involvement in any type of business, securities, or banking activity, or
●	Having any administrative proceeding<br> threatened against them related to their involvement in any type of business, securities, or banking activity.

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 directors and officers, 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, fraud or the consequences of committing a crime. Our amended and restated memorandum and articles of association provide for indemnification of our directors and officers 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 directors and officers 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 directors’ and officers’ liability insurance that insures our directors and officers against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our directors and officers.

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

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Section 16(a)

Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our officers, directors and persons who beneficially own more than ten percent of our common stock to file reports of ownership and changes in ownership with the SEC. These reporting persons are also required to furnish us with copies of all Section 16(a) forms they file. Based solely upon a review of such forms, we believe that for the year ended December 31, 2025, all Section 16(a) filing requirements applicable to our officers, directors and greater than 10% beneficial owners were complied with, except for the initial Form 3 filings for Seth Farbman, Anna C. Mallon, and Low Koon Poh which were filed late due to administrative delays.

ITEM

EXECUTIVE COMPENSATION

Executive Officer

and Director Compensation

None of our officers or directors has received any cash compensation for services rendered to us. Each independent director indirectly holds 35,000 founder shares through our sponsor. Since the underwriters’ over-allotment option was exercised in full, no founder shares were forfeited by our independent directors. We may pay finder’s and consulting fees to our initial shareholders or any of their respective affiliates for services rendered prior to or in connection with the completion of our initial business combination. In addition, our officers, directors, or any of their respective affiliates 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 to our initial shareholders or their affiliates.

After the completion of our initial business combination, directors or 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 tender offer materials or proxy solicitation 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 officer and director compensation. Any compensation to be paid to our officers will be 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.

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

Clawback Policy

On September 26, 2025, our board of directors adopted a clawback policy (the “Clawback Policy”) permitting the Company to seek the recovery of incentive compensation received by any of the Company’s current and former executive officers (as determined by the board in accordance with Section 10D of the Exchange Act and Nasdaq rules) and such other senior executives/employees who may from time to time be deemed subject to the Clawback Policy by the board (collectively, the “Covered Executives”). The amount to be recovered will be the excess of the incentive compensation paid to the Covered Executive based on the erroneous data over the incentive compensation that would have been paid to the Covered Executive had it been based on the restated results, as determined by the board. If the board cannot determine the amount of excess incentive compensation received by the Covered Executive directly from the information in the accounting restatement, then it will make its determination based on a reasonable estimate of the effect of the accounting restatement. Refer to Exhibit 97.1 of this Annual Report for the Company’s Clawback Policy.

ITEM

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth information regarding the beneficial ownership of our ordinary shares as of the date of this Annual Report, and as adjusted to reflect the sale of our ordinary shares included in the units offered by this Annual Report, and assuming no purchase of units in the IPO, by:

●	each person known by us to be the<br> beneficial owner of more than 5% of our outstanding ordinary shares;
●	each of our executive officers and<br> directors; and
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●	all our executive officers and directors<br> as a group.
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Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all ordinary shares beneficially owned by them.

Name<br> and Address of Beneficial Owner^(1)^	Number<br> of<br> Ordinary<br> Shares<br> Beneficially<br> Owned
Emmis<br> Capital Sponsor LLC ^(3)(4)^		4,143,333	26.3	%
Peter Goldstein^(3)(4)^		4,143,333	26.3	%
David Lowenstein		-	-	*
Anna<br> C. Mallon^(5)^		35,000		*
Low<br> Koon Poh^(5)^		35,000		*
Seth Farbman^(5)^		35,000		*
All executive<br> officers and directors as a group (five individuals)		4,143,333	26.9	%
I-Bankers<br> Securities, Inc.^(6)^		132,5000		*
Glazer<br> Capital, LLC ^(7)^		800,000	5.1	%
Karpus<br> Management, Inc.^(8)^		913,836	5.8	%
*	Indicates less than 1%.
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(1)	Unless otherwise noted, the business address of<br> each of the following entities or individuals is c/o Emmis Acquisition Corp., 515 E. Las Olas Blvd., Suite 120, Fort Lauderdale, Florida<br> 33301.
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(2)	Beneficial Ownership: Includes shares of Class A and Class B ordinary<br> shares. Class B shares are convertible into Class A shares on a one-for-one basis.
(3)	Percentage: Based on 15,775,833 total<br> ordinary shares outstanding.
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(4)	Sponsor Shares:<br> Represents 3,833,333 Class B founder shares and 310,000 Class A shares included in the private units. Peter Goldstein is the managing<br> member of the sponsor and may be deemed to have voting/dispositive power over these shares.
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(5)	Director Shares:<br> Reflects the 30,000 Class B founder shares transferred to each independent director by the sponsor in August 2025.
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(6)	Consists of 75,000 Representative<br> shares (Class A) and 57,500 Class A shares in the private placement units.
---	---
(7)	Based on a Schedule<br> 13G filed on November 13, 2025, by Glazer Capital, LLC, a Delaware limited liability company, and Paul J. Glazer. The address of the reporting<br> person is 250 West 55th Street, Suite 30A, New York, New York 10019. This reporting person has shared power to vote or direct the vote<br> and shared power to dispose or direct the disposition of such shares.
---	---
(8)	Based on a Schedule<br> 13G filed on February 13, 2026, by Karpus Management, Inc. The principal business address for the reporting person is 183 Sully’s<br> Trail, Pittsford, New York 14534.

Because of our initial shareholders’ ownership block, our initial shareholders may be able to effectively influence the outcome of all matters requiring approval by our shareholders, including the election of directors, amendments to our amended and restated memorandum and articles of association and approval of significant corporate transactions, including approval of our initial business combination.

Our initial shareholders have agreed (A) to vote any shares owned by them in favor of any proposed business combination (subject to applicable securities laws) provided that in connection with any proposed business combination, our initial shareholders will not vote any ordinary shares that they purchase after we publicly announce our intention to engage in such proposed business combination, (B) not to redeem any shares owned by them in connection with a shareholder vote to approve a proposed initial business combination or amendment to our amended and restated memorandum and articles of association prior thereto and (C) to waive liquidation rights with respect to their founder shares.

Our sponsor and its controlling individuals and our executive officers are deemed to be our “promoters” as such term is defined under the federal securities laws.

ITEM

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

On May 30, 2025, the Company entered into a securities subscription agreement with the sponsor, pursuant to which the Company agreed to issue 3,833,333 class B ordinary shares for a consideration of $25,000, or approximately $0.007 per share. On June 27, 2025, the sponsor issued a promissory note to the Company for the principal amount of $25,000 for the issuance of the founder shares. The Company received the payment of $25,000 from the sponsor on August 27.

Our sponsor and the representative of the underwriters purchased an aggregate of 367,500 private placement units at a price of $10.00 per unit, or $3,675,500 in the aggregate, in a private placement that closed simultaneously with the closing of our IPO. Each private placement unit consists of one Class A ordinary share and one Share Right to receive one tenth (1/10) of a Class A ordinary share upon the consummation of an initial business combination Of those 367,500 private placement units, our sponsor has purchased 310,000 units and I-Bankers purchased 57,500 units. The private placement units are identical to the units sold in our IPO, subject to certain limited exceptions as described in the prospectus for our IPO.

We reimburse an affiliate of our sponsor in an amount equal to $10,000 per month for office space, utilities and secretarial and administrative support made available to us. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees.

Prior to the closing of our IPO, our sponsor loaned us $300,000 to be used for a portion of the expenses of the IPO. These loans were non-interest bearing, unsecured and were repaid on the closing of the IPO.

Seth Farbman, our director, is the founder and has been the chairman and president of VStock Transfer LLC, our transfer agent, since January 2011.

In addition, in order to finance transaction costs in connection with an intended initial 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 on a non-interest basis. If we complete an initial business combination, we would repay such loaned amounts. In the event that the initial business combination does not close, we may use amounts held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. Except as set forth above, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor 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.

Any of the foregoing payments to our sponsor, repayments of loans from our sponsor or repayments of working capital loans prior to our initial business combination will be made using funds held outside the trust account.

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 proxy solicitation or tender offer 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 rights agreement with respect to the founder shares and private placement units.

Policy for Approval

of Related Party Transactions

The audit committee of our board of directors has adopted a policy setting forth the policies and procedures for its review and approval or ratification of “related party transactions.” A “related party transaction” is any consummated or proposed transaction or series of transactions: (i) in which the company was or is to be a participant; (ii) the amount of which exceeds (or is reasonably expected to exceed) the lesser of $120,000 or 1% of the average of the company’s total assets at year end for the prior two completed fiscal years in the aggregate over the duration of the transaction (without regard to profit or loss); and (iii) in which a “related party” had, has or will have a direct or indirect material interest. “Related parties” under this policy will include: (i) our directors, nominees for director or officers or any person who has served in such roles since the beginning of the most recent fiscal year, even if he or she does not currently serve in that role; (ii) any record or beneficial owner of more than 5% of any class of our voting securities; (iii) any immediate family member of any of the foregoing if the foregoing person is a natural person; and (iv) any other person who maybe a “related person” pursuant to Item 404 of Regulation S-K under the Exchange Act. Pursuant to the policy, the audit committee will consider (i) the relevant facts and circumstances of each related party transaction, including if the transaction is on terms comparable to those that could be obtained in arm’s-length dealings with an unrelated third party, (ii) the extent of the related party’s interest in the transaction, (iii) whether the transaction contravenes our code of ethics or other policies, (iv) whether the audit committee believes the relationship underlying the transaction to be in the best interests of the company and its shareholders and (v) if the related party is a director or an immediate family member of a director, the effect that the transaction may have on a director’s status as an independent member of the board and on his or her eligibility to serve on the board’s committees. Management will present to the audit committee each proposed related party transaction, including all relevant facts and circumstances relating thereto. Under the policy, we may consummate related party transactions only if our audit committee approves or ratifies the transaction in accordance with the guidelines set forth in the policy. The policy will not permit any director or officer to participate in the discussion of, or decision concerning, a related person transaction in which he or she is the related party.

We are not prohibited from paying any fees (including advisory fees), reimbursements or cash payments to our sponsor, officers or directors, or our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, including the following payments, all of which, if made prior to the completion of our initial business combination, will be paid from funds held outside the trust account:

●	Repayment of up<br> to an aggregate of $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses;
●	reimbursement for office space,<br> utilities and secretarial and administrative support made available to us by an affiliate of our sponsor, in an amount equal to $10,000<br> per month;
---	---
●	Payment of consulting, success or<br> finder fees to our sponsor, our officers, directors, advisors, or their respective affiliates in connection with the consummation of our<br> initial business combination;
---	---
●	We may engage our sponsor or an<br> affiliate of our sponsor as an advisor or otherwise in connection with our initial business combination and certain other transactions<br> and pay such person or entity a salary or fee in an amount that constitutes a market standard for comparable transactions;
---	---

●	Reimbursement for any out-of-pocket<br> expenses related to identifying, investigating, negotiating and completing an initial business combination; and
●	Repayment of loans which may be<br> made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection<br> with an intended initial business combination.
---	---

Director Independence

NASDAQ listing standards require that a majority of our board of directors be independent, subject to certain phase-in provisions. An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Our board of directors has determined that each of Ms. Mallon, Mr. Poh and Mr. Farbman are “independent directors” as defined in the NASDAQ listing standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present.

ITEM

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The firm of TAAD, LLP, or TAAD, acts as our independent registered public accounting firm. The following is a summary of fees paid to TAAD, LLP for services rendered.

Audit Fees. During the period from March 21, 2025 (inception) through December 31, 2025, fees for our independent registered public accounting firm were approximately $104,971 for the services TAAD, LLP performed in connection with our IPO and the audit of our December 31, 2025 financial statements included in this Annual Report on Form 10-K.

Audit-Related Fees. During the period from March 21, 2025 (inception) through December 31, 2025, our independent registered public accounting firm did not render assurance and related services related to the performance of the audit or review of financial statements.

Tax Fees. During the period from March 21, 2025 (inception) through December 31, 2025, our independent registered public accounting firm did not render services to us for tax compliance, tax advice and tax planning.

All Other Fees. During the period from March 21, 2025 (inception) through December 31, 2025, there were no fees billed for products and services provided by our independent registered public accounting firm other than those set forth above.

IPO and services provided by our independent registered public accounting firm other than those set forth above.

Pre-Approval

Policy

Our audit committee was formed upon the consummation of our IPOIPO. 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

ITEM

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)	The following documents are filed<br> as part of this Form 10-K:
(1)	Financial Statements:
---	---
	Page
---	---
Report<br> of Independent Registered Public Accounting Firm	F-2
Balance<br> Sheet as of December 31, 2025	F-3
Statement<br> of Operations for the period from March 21, 2025 (inception) through December 31, 2025	F-4
Statement<br> of Changes in Shareholders’ Equity for the period from March 21, 2025 (inception) through December 31, 2025	F-5
Statement<br> of Cash Flows for the period from March 21, 2025 (inception) through December 31, 2025	F-6
Notes<br> to Financial Statements	F-7 to F-17
(2)	Financial Statement Schedules:
---	---

None.

(3)	Exhibits

We hereby file as part of this Report the exhibits listed in the attached Exhibit Index. Exhibits which are incorporated herein by reference can be inspected and copied at the public reference facilities maintained by the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Copies of such material can also be obtained from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates or on the SEC website at www.sec.gov.

The following documents are included as exhibits to this Annual Report:

Exhibit<br> No.	Description
3.1*	Amended<br> and Restated Memorandum and Articles of Association of the Company, dated September 24, 2025.
4.1^(2)^	Specimen<br> Unit Certificate.
4.2^(2)^	Specimen<br> Ordinary Share Certificate.
4.3^(2)^	Specimen<br> Rights Certificate.
4.4^(1)^	Share<br> Rights Agreement, dated September 24, 2025, between the Registrant and VStock Transfer, LLC.
4.5*	Description<br> of Securities of the Registrant
10.1^(2)^	Investment<br> Management Trust Agreement, dated September 24, 2025, between the Company and VStock Transfer, LLC.
10.2^(2)^	Private<br> Placement Unit Purchase Agreement, dated September 24, 2025, between the Company and Emmis Capital<br> Sponsor LLC.
10.3^(2)^	Private<br> Placement Unit Purchase Agreement, dated September 24, 2025, between the Company and I-Bankers Securities,<br> Inc.
10.4^(1)^	Registration<br> Rights Agreement, dated September 24, 2025, among the Company, the Sponsor and certain securityholders.
10.5*	Administrative<br> Services Agreement, dated September 24, 2025, between the Company and the Sponsor.
10.6^(1)^	Letter<br> Agreement, dated September 24, 2025, by and among the Company, the Sponsor, the initial shareholders and each officer and director of<br> the Company.
10.7^(1)^	Form<br> of Indemnity Agreement.
10.8^(1)^	Underwriting<br> Agreement, dated September 24, 2025, between the Company and I-Bankers Securities, Inc.
10.9^(1)^	Business<br> Combination Marketing Agreement, dated September 24, 2025, between the Company and I-Bankers Securities, Inc.
14*	Code of Ethics
19.1*	Insider<br> Trading Policy
31.1*	Certification<br> of Chief Executive Officer (Principal Executive Officer) required by Rule 13a-14(a) or Rule 15d-14(a).
31.2*	Certification<br> of Chief Financial Officer (Principal Financial and Accounting Officer) required by Rule 13a-14(a) or Rule 15d-14(a).
32.1*	Certification<br> of Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.
32.2*	Certification<br> of Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.
97.1*	Clawback Policy
101.INS*	XBRL Instance Document
101.SCH*	XBRL Taxonomy Extension Schema
101.CAL*	XBRL Taxonomy Calculation Linkbase
101.LAB*	XBRL Taxonomy Label Document
101.PRE*	XBRL Definition Linkbase Document
101.DEF*	XBRL Definition Linkbase Document
104	Cover Page Interactive Data File (formatted<br> in Inline XBRL and contained in Exhibit 101)
*	Filed herewith.
---	---
(1)	Incorporated by reference to an exhibit<br> to the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 29, 2025.
---	---
(2)	Incorporated by reference to an exhibit<br> to the Registrant’s Form S-1 (File No. 333-288530), filed with the SEC on July 3, 2025, as amended.
---	---

ITEM

FORM 10-K SUMMARY

None

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Emmis Acquisition<br> Corp.
Date: March 27, 2026	By:	/s/<br> Peter Goldstein
		Peter Goldstein
		Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

Name	Title	Date
/s/<br> Peter Goldstein	Chief Executive Officer and Director	March 27, 2026
Peter Goldstein	(Principal Executive Officer)
/s/<br> David Lowenstein	Chief Financial Officer	March 27, 2026
David Lowenstein	(Principal Financial Officer and Principal Accounting Officer)
/s/<br> Anna C. Mallon	Director	March 27, 2026
Anna C. Mallon
/s/<br> Low Koon Poh	Director	March 27, 2026
Low Koon Poh
/s/<br> Seth Farbman	Director	March 27, 2026
Seth Farbman

EMMIS ACQUISITION

CORP.

INDEX TO FINANCIAL

STATEMENTS

Report<br> of Independent Registered Public Accounting Firm (PCAOB ID Number 5854)	F-2
Financial<br> Statements:
Balance<br> Sheet as of December 31, 2025	F-3
Statement<br> of Operations for the Period from March 21, 2025 (Inception) Through December 31, 2025	F-4
Statement<br> of Changes in Shareholders’ Equity for the Period from March 21, 2025 (Inception) Through December 31, 2025	F-5
Statement<br> of Cash Flows for the Period from March 21, 2025 (Inception) Through December 31, 2025	F-6
Notes<br> to Financial Statements	F-7 to F-18

F-1

REPORT

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of

Emmis Acquisition Corp.

Opinion on the Financial Statements

We have audited the accompanying balance sheet of Emmis Acquisition Corp. as of December 31, 2025, the related statements of operations, changes in shareholders’ equity and cash flows for the period from March 21, 2025 (inception) through December 31, 2025 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, 2025 and the results of its operations and its cash flows for the period from March 21, 2025 (inception) through December 31, 2025 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 audits. 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 audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits 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 audits 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 entity's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits 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 audits 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 audits provide a reasonable basis for our opinion.

/s/<br> TAAD, LLP

We have served as the Company’s auditor since 2025.

Diamond Bar, California

March 27, 2026

F-2

EMMIS

ACQUISITION CORP.

BALANCE SHEET

DECEMBER

31, 2025

ASSETS
Assets
Current assets:
Cash	947,868
Due from sponsor	19,110
Prepaid expenses	170,223
Total current assets	1,137,201
Non-current assets:
Long term prepaid insurance	34,045
Cash and marketable securities held in Trust Account	116,149,606
Total non-current assets	116,183,651
Total Assets	117,320,852
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities
Current liabilities:
Accrued expense	21,707
Accrued offering costs	75,000
Total current liabilities	96,707
Total Liabilities	96,707
Commitments and Contingencies
Class A ordinary shares subject to possible redemption, 11,500,000<br> shares at redemption value of 10.10<br> per share	116,149,606
Shareholders’ Equity
Preference shares, 0.0001<br> par value per share; 1,000,000<br> shares authorized; no shares issued<br> or outstanding	—
Class A ordinary shares, 0.0001<br> par value per share; 200,000,000<br> shares authorized; 442,500<br> shares issued or outstanding, excluding 11,500,000 shares subject to possible redemption	45
Class B ordinary shares, 0.0001<br> par value per share; 20,000,000<br> shares authorized; 3,833,333<br> shares issued and outstanding (1)(2)	383
Additional paid-in capital	233,554
Retained Earnings	840,557
Total Shareholders’ Equity	1,074,539
Total Liabilities and Shareholders’ Equity	117,320,852

All values are in US Dollars.

(1)	Includes an aggregate of 500,000<br> Class B ordinary shares subject to forfeiture if the over-allotment is not exercised in full or in part by the underwriters. On September<br> 26, 2025, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering. As such,<br> the 500,000<br> Class B ordinary shares are no longer subject to forfeiture (Note 5).
(2)	This number has been retroactively adjusted to reflect the recapitalization of the Company in the<br> form of the cancellation of 1<br> Class B ordinary share and the subsequent issuance of 3,833,333<br> Class B ordinary shares on June 27, 2025 (Note 5).

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

F-3

EMMIS

ACQUISITION CORP.

STATEMENT

OF OPERATIONS

FOR THE PERIOD

FROM MARCH 21, 2025 (INCEPTION) THROUGH DECEMBER 31, 2025

General and administrative costs	$	309,049
Loss from operations		(309,049	)
Other income:
Interest earned on cash and marketable securities held in Trust<br> Account		1,149,606
Other income, net		1,149,606
Net income	$	840,557
Basic and diluted weighted average shares outstanding of Class A ordinary shares		4,022,737
Basic and diluted net income per ordinary share, Class A ordinary<br> shares	$	0.11
Basic weighted average shares outstanding of Class B ordinary shares		3,501,754
Basic net income per ordinary share, Class B ordinary shares	$	0.11
Diluted weighted average shares outstanding of Class B ordinary shares ^(1)(2)^		3,815,789
Diluted net income per ordinary share, Class B ordinary shares	$	0.11
(1)	Represents 500,000<br> Class B ordinary shares that were subject to forfeiture if the over-allotment option was not exercised by the underwriters. These shares<br> were excluded from weighted average shares outstanding for purposes of basic net income per share prior to the Initial Public Offering.<br> Upon the full exercise of the over-allotment option on September 26, 2025, such shares were no longer subject to forfeiture and have been<br> treated as issued and outstanding from the IPO date. The impact of these shares is included in diluted net income per share, as applicable<br> (Note 5).
---	---
(2)	This number has been retroactively adjusted to reflect the recapitalization of the Company in<br> the form of the cancellation of 1<br> Class B ordinary share and the subsequent issuance of 3,833,333<br> Class B ordinary shares on June 27, 2025 (Note 5).

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

F-4

EMMIS

ACQUISITION CORP.

STATEMENT

OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE PERIOD

FROM MARCH 21, 2025 (INCEPTION) THROUGH DECEMBER 31, 2025

	Class A				Class B				Share			Additional					Total
	Ordinary Shares				Ordinary Shares				Subscription			Paid-in			Retained		Shareholders’
	Shares		Amount		Shares		Amount		Receivable			Capital			Earnings		Equity
Balance as of March 21, 2025 (inception)		—	$	—		—	$	—	$	—		$	—		$	—	$	—
Class B<br> ordinary shares issued to Initial Shareholder^(1)(2)^		—		—		3,833,333		383		(25,000	)		24,617			—		—
Accretion for Class A ordinary shares to redemption amount		—		—		—		—		—			(5,476,346	)		—		(5,476,346	)
Sale of 367,000<br> Private Placement Units		367,500		37		—		—		—			3,674,963			—		3,675,000
Fair value of representative shares deferred until IPO		75,000		8		—		—		—			—			—		8
Fair value of rights included in Public units		—		—		—		—		—			2,070,000			—		2,070,000
Allocated value of transaction costs to Class A shares		—		—		—		—		—			(59,680	)		—		(59,680	)
Receipt of proceeds for the issuance of founder shares		—		—		—		—		25,000			—			—		25,000
Net income		—		—		—		—		—			—			840,557		840,557
Balance at December<br> 31, 2025		442,500	$	45		3,833,333	$	383	$	—		$	233,554		$	840,557	$	1,074,539
(1)	Includes an aggregate of 500,000<br> Class B ordinary shares subject to forfeiture if the over-allotment is not exercised in full or in part by the underwriters. On September<br> 26, 2025, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering. As such,<br> the 500,000<br> Class B ordinary shares are no longer subject to forfeiture (Note 5).
---	---
(2)	This number has been retroactively adjusted to reflect the recapitalization of the Company in<br> the form of the cancellation of 1<br> Class B ordinary share and the subsequent issuance of 3,833,333<br> Class B ordinary shares on June 27, 2025 (Note 5).

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

F-5

EMMIS

ACQUISITION CORP.

STATEMENT

OF CASH FLOWS

FOR THE PERIOD

FROM MARCH 21, 2025 (INCEPTION) THROUGH DECEMBER 31, 2025

Cash Flows from Operating Activities:
Net income	$	840,557
Adjustments to reconcile net income to net cash used in operating<br> activities:
Interest earned on cash and marketable securities held in Trust<br> Account		(1,149,606	)
Changes in operating assets and liabilities:
Prepaid expenses		(170,223	)
Payment of operation costs through promissory note – related<br> party		40,140
Long term prepaid insurance		(34,045	)
Accounts payable and accrued expenses		21,707
Net cash used in operating activities		(451,470	)
Cash Flows from Investing Activities:
Investment of cash into Trust Account		(115,000,000	)
Net cash used in investing activities		(115,000,000	)
Cash Flows from financing Activities:
Proceeds from issuance of Class B ordinary shares to Sponsor		25,000
Proceeds from sale of Units, net of underwriting discounts paid		113,275,000
Proceeds from sale of Private Placement Units		3,675,000
Due from Sponsor		(19,110	)
Repayments for promissory notes outstanding balances		(152,114	)
Payment of offering costs		(404,438	)
Net cash provided by financing activities		116,399,338
Net Change in Cash		947,868
Cash – Beginning of period		—
Cash – End of period	$	947,868
Supplemental Disclosure of Noncash Activities:
Offering costs included in accrued offering<br> costs	$	75,000
Accretion of Class A ordinary shares to redemption<br> value	$	5,476,338
Deferred offering costs paid through promissory<br> note – related party	$	111,974

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

F-6

EMMIS

ACQUISITION CORP.

NOTES TO

FINANCIAL STATEMENTS

DECEMBER

31, 2025

NOTE 1 —

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Emmis Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on March 21, 2025. The Company was formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities that the Company has not yet identified (a “Business Combination”).

The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2025, the Company had not commenced any operations. All activity for the period from March 21, 2025 (inception) through December 31, 2025 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”). The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.

The Company’s Sponsor is Emmis Capital Sponsor LLC (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on September 24, 2025. On September 26, 2025, the Company consummated the Initial Public Offering of 11,500,000 units (a “Unit”, collectively the “Units”), which includes the full exercise by the underwriter of its over-allotment option of 1,500,000 Units, at $10.00 per Unit, generating gross proceeds of $115,000,000. Each Unit consists of one Class A ordinary share (the “Public Share”), and one right entitling the holder thereof to receive one tenth (1/10) of one Class A ordinary share upon the consummation of an initial Business Combination (the “Public Right”).

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 367,500 private placement units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit, generating gross proceeds of $3,675,000. Each Private Placement Unit consists of one Class A ordinary share (each, a “Private Placement Share”) and one right entitling the holder thereof to receive one tenth (1/10) of one Class A ordinary share upon the consummation of an initial Business Combination (each, a “Private Placement Right”).

Transaction costs amounted to $2,316,412, consisting of $1,725,000 cash underwriting fee, and $591,412 of other offering costs.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (as defined below) (net of taxes payable) at the time of the signing an agreement to enter into a Business Combination. The Company will only complete a 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.

There is no assurance that the Company will be able to successfully effect a Business Combination. Upon the closing of the Initial Public Offering on September 26, 2025, an amount of $115,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units and a portion of the net proceeds from the sale of the Private Placement Units are held in a trust account (“Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the Trust Account as described below.

The Company will provide its shareholders with the opportunity to redeem all or a portion of the Public Shares included in their Units sold in the Initial Public Offering upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The shareholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially approximately $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s Units. The Class A ordinary shares subject to redemption are recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”

F-7

EMMIS ACQUISITION

CORP.

NOTES TO

FINANCIAL STATEMENTS

DECEMBER

31, 2025

The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, a shareholder approval of the transaction is required by law, or the Company decides to obtain shareholder approval for business or other legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, Sponsor and other initial shareholders (collectively, the “Initial Shareholders”) have agreed to (a) vote their Founder Shares (as defined in Note 5) and any Public Shares held by them in favor of a Business Combination and (b) not to convert any shares (including Founder Shares) in connection with a shareholder vote to approve a Business Combination or sell any such shares to the Company in a tender offer in connection with a Business Combination. Additionally, each public shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction.

Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, a 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 in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming their shares with respect to more than an aggregate of 15% of the Public Shares.

The Company will have until 18 months from the closing of the Initial Public Offering to consummate a Business Combination (the “Combination Period”). If the Company is unable to complete a 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 no more than ten business days thereafter, redeem 100% of the outstanding 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 (net of taxes payable), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law. The proceeds deposited in the Trust Account could, however, become subject to claims of creditors. Therefore, the actual per-share redemption amount could be less than $10.00.

The Initial Shareholders have agreed to (i) waive their redemption rights with respect to Founder Shares and any Public Shares they may acquire during or after the Initial Public Offering in connection with the consummation of a Business Combination, (ii) to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to consummate a Business Combination within the Combination Period and (iii) not to propose an amendment to the Company’s Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public shareholders an opportunity to redeem their Public Shares in conjunction with any such amendment. However, the Initial Shareholders will be entitled to liquidating distributions with respect to any Public Shares acquired if the Company fails to consummate a Business Combination or liquidates within the Combination Period.

In order to protect the amounts held in the Trust Account, Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below $10.00 per share, except as to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s registered independent public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

F-8

EMMIS ACQUISITION

CORP.

NOTES TO

FINANCIAL STATEMENTS

DECEMBER

31, 2025

Risks and Uncertainties

Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s future financial position, results of its operations and/or search for a target company, there has been no significant impact as of the date of this financial statements. The financial statements do not include any adjustments that might result from the future outcome of this uncertainty.

As a result of the military action commenced in February 2022 by the Russian Federation and Belarus in the country of Ukraine and related economic sanctions, the Company’s ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected. In addition, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all. The impact of this action and related sanctions on the world economy and the specific impact on the Company’s financial position, results of operations and/or ability to consummate a Business Combination are not yet determinable. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 2 — SUMMARY

OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”).

Liquidity and Capital Resources

The Company’s liquidity needs up to September 26, 2025 had been satisfied through the loan under an unsecured promissory note from the Sponsor of up to $300,000 (see Note 5). At December 31, 2025, the Company had $947,868 cash and had a working capital surplus of $1,040,494.

In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Codification (“ASC”) 205-40, “Presentation of Financial Statements - Going Concern”, the Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business. Management has determined that upon the consummation of the Initial Public Offering and the sale of the Private Placement Units, the Company has sufficient funds to finance the working capital needs of the Company within one year from the date of issuance of the financial statements. However, if the 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, the Company may have insufficient funds available to operate its business prior to the initial Business Combination.

Emerging Growth Company

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 independent registered public accounting firm 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.

F-9

EMMIS ACQUISITION

CORP.

NOTES TO

FINANCIAL STATEMENTS

DECEMBER

31, 2025

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 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.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires the Company’s 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 statements and the reported amounts of expenses during the reporting periods.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly 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 $947,868 in cash and no cash equivalents as of December 31, 2025.

Cash and Marketable Securities Held in Trust Account

At December 31, 2025, substantially all of the assets in the Trust Account amounting to $116,149,606 were held in money market funds which invest in U.S. Treasury securities. Interest earned on marketable securities held in Trust Account for the period from March 21, 2025 (inception) through December 31, 2025 is $1,149,606.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.

Offering Costs

The Company complies with the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering.” Deferred offering costs consist principally of professional and registration fees that are related to the Initial Public Offering. Financial Accounting Standards Board (“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 Initial Public Offering proceeds from the Public Units between Class A ordinary shares and Rights, using the residual method by allocating Initial Public Offering proceeds first to assigned value of the Rights and then to the Class A ordinary shares. Offering costs allocated to the Class A ordinary shares were charged to temporary equity. Offering costs allocated to the Rights included in the Public Units and Private Placement Units were charged to shareholders’ equity as the Rights included in the Public Units and Private Placement Units after management’s evaluation were accounted for under equity treatment.

F-10

EMMIS ACQUISITION

CORP.

NOTES TO

FINANCIAL STATEMENTS

DECEMBER

31, 2025

Income Taxes

The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC Topic 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. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2025, there were no unrecognized tax benefits and no amounts accrued for 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.

The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented.

Fair Value of Financial Instruments

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

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.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in 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 underwriters’ over-allotment option is deemed to be a freestanding financial instrument indexed on the contingently redeemable shares and will be accounted for as a liability pursuant to ASC 480 if not fully exercised at the time of the Initial Public Offering. On September 26, 2025, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering. As such, no over-allotment option liability will be recognized in the Company’s balance sheet.

Rights

The Company accounted for the Public and Private Placement Rights (as defined in Notes 3 and 4) to be issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”. Accordingly, the Company evaluated and classified the Rights under equity treatment at their assigned values. As of December 31, 2025, the Public Rights and Private Placement Rights remain outstanding following the separation of the units issued in the Initial Public Offering.

F-11

EMMIS ACQUISITION

CORP.

NOTES TO

FINANCIAL STATEMENTS

DECEMBER

31, 2025

Net Income per Ordinary Share

The Company complies with accounting and disclosure requirements of ASC 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income per ordinary share is calculated by dividing the net loss by the weighted average ordinary shares outstanding for the respective period.

With respect to the accretion of Class A ordinary shares subject to possible redemption and consistent with ASC Topic 480-10-S99-3A, the Company treated accretion in the same manner as a dividend paid to the shareholders in the calculation of the net loss per ordinary share.

The calculation of diluted net income per ordinary share includes the effect of additional Class B founder shares that were previously subject to forfeiture. Upon the lapse of the forfeiture provisions, these shares were no longer contingently returnable and were therefore included in diluted weighted average shares outstanding for the period presented.

The following table reflects the calculation of basic and diluted net income per ordinary share:

	For the Period from<br> March 21, 2025<br> (Inception) Through
	December 31, 2025
	Class A		Class B
Basic net income per ordinary share
Numerator:
Allocation of net income	$	449,378	$	391,179
Denominator
Basic weighted average ordinary shares outstanding		4,022,737		3,501,754
Basic net income per ordinary share	$	0.11	$	0.11
	For the Period from<br> March 21, 2025<br> (Inception) Through
---	---	---	---	---
	December 31, 2025
	Class A		Class B
Diluted net income per ordinary share
Numerator:
Allocation of net income	$	431,374	$	409,183
Denominator
Diluted weighted average ordinary shares outstanding		4,022,737		3,815,789
Diluted net income per ordinary share	$	0.11	$	0.11

F-12

EMMIS

ACQUISITION CORP.

NOTES

TO FINANCIAL STATEMENTS

DECEMBER

31, 2025

Class A Shares Subject to Possible Redemption

The Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies Public Shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit. Accordingly, as of December 31, 2025, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet. As of December 31, 2025, the Class A ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table:

Gross proceeds	$	115,000,000
Less:
Proceeds allocated to Public Rights		(2,070,000	)
Class A ordinary shares issuance cost		(2,256,740	)
Plus:
Accretion of carrying value to redemption value		5,476,346
Class A Ordinary Shares subject to possible redemption,<br> December 31, 2025	$	116,149,606

Recently Issued Accounting Standards

In November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. The ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing segment disclosures in Topic 280. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted ASU 2023-07 on March 21, 2025, inception.

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

NOTE 3 — INITIAL

PUBLIC OFFERING

Pursuant to the Initial Public Offering on September 26, 2025, the Company sold 11,500,000 Units, which includes the full exercise by the underwriter of its over-allotment option of 1,500,000 Units, at a purchase price of $10.00 per Unit, generating gross proceeds of $115,000,000. Each Unit consists of one Class A ordinary share and one Public Right to receive one tenth (1/10) of a Class A ordinary share upon the consummation of an initial Business Combination.

NOTE 4 — PRIVATE

PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 367,500 Private Placement Units at a price of $10.00 per Private Placement Unit, generating gross proceeds of $3,675,000. Each Private Placement Unit consists of one Class A ordinary share and one Private Placement Right entitling the holder thereof to receive one tenth (1/10) of one Class A ordinary share upon the consummation of an initial Business Combination. Of those 367,500 Private Placement Units, the Sponsor purchased 310,000 and I-Bankers purchased 57,500 Private Placement Units. Each Private Placement Unit is identical to the Units sold in the Initial Public Offering, except that it will not be redeemable, transferable, assignable or salable by the Sponsor until the completion of its initial Business Combination (except to certain permitted transferees).

F-13

EMMIS

ACQUISITION CORP.

NOTES

TO FINANCIAL STATEMENTS

DECEMBER

31, 2025

NOTE 5 — RELATED

PARTY TRANSACTIONS

Founder Shares

On May 30, 2025, the Company entered into a securities subscription agreement with the Sponsor, pursuant to which the Company agreed to issue 3,833,333 Class B ordinary shares (up to 500,000 shares of which are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised), for a consideration of $25,000, or approximately $0.007 per share. On June 27, 2025, the Sponsor issued a promissory note to the Company for the principal amount of $25,000 for the issuance of the founder shares which is recorded as share subscription receivable in the balance sheet. The Company received the payment of $25,000 from the Sponsor on August 27, 2025. Borrowings under the promissory note amounting to $25,000 are no longer available. On September 26, 2025, the underwriter fully exercised its over-allotment option. As a result of the full exercise of the over-allotment option by the underwriter, the 500,000 founder shares are no longer subject to forfeiture, resulting in the Sponsor holding 3,833,333 founder shares.

Administrative Services Agreement

The Company has agreed, commencing on September 24, 2025, the effective date the Company’s Initial Public Offering through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay an affiliate of Sponsor a total of $10,000 per month for office space, administrative and shared personnel support services. As of December 31, 2025, the Company incur $32,333 in fees for these services, of which amount of $2,333 is included in accrued expenses in the accompanying balance sheet.

Promissory Note — Related Party

On June 17, 2025, pursuant to a promissory note, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to be used for a portion of the expenses of the Initial Public Offering. The loan was non-interest bearing, unsecured and due at the earlier of December 31, 2026 or the closing of the Initial Public Offering. At the Initial Public Offering, the Company repaid the outstanding borrowings of the Company amounting to $152,114 under the promissory note. Loans under this note are no longer available.

Due from Sponsor

On December 31, 2025 the Sponsor received $19,110 in excess of the amount due to be repaid on the promissory note. As such the Company has recorded a due from Sponsor on the balance sheet for this amount.

Working Capital Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds from time to time or at any time, as may be required (“Working Capital Loans”). Each Working Capital Loan would be evidenced by a promissory note. The Working Capital Loans would be paid upon consummation of a Business Combination, without interest or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans for each such person may be convertible into units of the post-business combination entity at a price of $10.00 per unit at the option of the Sponsor. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of December 31, 2025, there are no Working Capital Loans outstanding.

F-14

EMMIS ACQUISITION

CORP.

NOTES TO

FINANCIAL STATEMENTS

DECEMBER

31, 2025

NOTE 6 — COMMITMENTS

AND CONTINGENCIES

Registration Rights

The holders of the founder shares, Private Placement Units (and its component securities) and Public Placement Units (and its component securities) that may be issued upon conversion of the Working Capital Loans will have registration rights to require the Company to register a sale of any of the Company’s securities held by them and any other securities of the Company acquired by them prior to the consummation of the initial Business Combination pursuant to a registration rights agreement signed on the effective date of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain piggyback registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company granted the underwriter a 45-day option to purchase up to 1,500,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. On September 26, 2025, the underwriter fully exercised its over-allotment option of 1,500,000 Units.

The underwriter was entitled to a cash underwriting discount of $1,725,000, which was paid in cash at the closing of the Initial Public Offering.

Business Combination Marketing Agreement

The Company has engaged the Representative as advisor in connection with the Business Combination. Upon a successful Business Combination, the Company will pay the Representative, a Business Combination Marketing fee equal to 3% of the remaining Trust balance upon Business Combination, subject to a minimum of $1,000,000.

Representative Shares

The Company issued to the underwriter and/or its designees Representative Shares comprising 75,000 ordinary shares as representative compensation. The underwriter has agreed that Representative Shares shall be subject to the lock-up provisions of not transferring its Representative Shares (other than permitted transferees) until six months after the completion of an initial Business Combination. In addition, the underwriter has agreed with respect to the Representative Shares, (i) to vote for at a shareholder meeting to approve a Business Combination or any amendment to the Company’s post-offering amended and restated memorandum and articles of association to modify the substance or timing of its obligation to allow redemptions in connection with a Business Combination, (ii) to waive their redemption rights with respect to such shares until the completion of the Business Combination, in connection with the completion of the Company’s initial Business Combination or a shareholder vote to approve an amendment to the Company’s post-offering amended and restated memorandum and articles of association to modify the substance or timing of the its obligation to allow redemptions in connection with a Business Combination, and (iii) to waive its rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete its initial Business Combination within the timeline provided in the Company’s post-offering amended and restated memorandum and articles of association.

The Representative Shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the date of the commencement of sales in the Initial Public Offering pursuant to FINRA Rule 5110(e)(1). Pursuant to FINRA Rule 5110(e)(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statement of which the Initial Public Offering forms a part, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the effective date of the registration statement of which the Initial Public Offering forms a part except to any underwriter and selected dealer participating in the Initial Public Offering and their officers, partners, registered persons or affiliates.

The underwriter and/or its designees have agreed (i) to waive their redemption rights with respect to such shares in connection with the completion of its initial Business Combination, and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete its initial Business Combination within 18 months from the closing of the Initial Public Offering.

F-15

EMMIS ACQUISITION

CORP.

NOTES TO

FINANCIAL STATEMENTS

DECEMBER

31, 2025

NOTE 7 — SHAREHOLDER’S

ACQUITY

Preference Shares — The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share, 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, 2025, there were no preference shares issued or outstanding.

Class A Ordinary Shares — The Company is authorized to issue 200,000,000 Class A ordinary shares, with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. As of December 31, 2025, there were 442,500 Class A ordinary shares issued and outstanding, excluding 11,500,000 shares subject to possible redemption.

Class B Ordinary Shares — The Company is authorized to issue 20,000,000 Class B ordinary shares, with a par value of $0.0001 per share. Holders of the Class B ordinary shares are entitled to one vote for each share. On September 26, 2025, the underwriter fully exercised its over-allotment option. As a result of the full exercise by the underwriter, 500,000 founder shares are no longer subject to forfeiture, resulting in the Sponsor holding 3,833,333 founder shares as of December 31, 2025.

Rights — Except in cases where the Company is not the surviving company in a Business Combination, each holder of a right will automatically receive one-tenth (1/10) of one ordinary share upon consummation of the initial Business Combination. The Company will not issue fractional shares in connection with an exchange of rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of Cayman law. In the event the Company is not the surviving company upon completion of the initial Business Combination, each holder of a right will be required to affirmatively convert his, her or its rights in order to receive the one-tenth (1/10) of one ordinary share underlying each right upon consummation of the Business Combination. If the Company is unable to complete the initial Business Combination within the required time period and the Company will redeem the public shares for the funds held in the Trust Account, holders of rights will not receive any of such funds for their rights and the rights will expire worthless.

As of December 31, 2025, there are a total of 11,867,500 rights outstanding.

NOTE 8 —

FAIR VALUE MEASUREMENTS

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities).

The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Level<br> 1:	Quoted<br> prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions<br> for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
Level<br> 2:	Observable<br> inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities<br> and quoted prices for identical assets or liabilities in markets that are not active.
---	---
Level<br> 3:	Unobservable<br> inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.
---	---

F-16

EMMIS

ACQUISITION CORP.

NOTES

TO FINANCIAL STATEMENTS

DECEMBER

31, 2025

The following table presents information about the Company’s assets that are measured at fair value on as of December 31, 2025, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Description	Level		December 31,<br> 2025
Assets:
Cash and Marketable securities held in Trust account		1	$	116,149,606

The fair value of the Public Rights issued in the Initial Public Offering is $2,070,000, or $0.18 per Public Right. The Public Rights issued in the Initial Public Offering have been classified within shareholders’ deficit and will not require remeasurement after issuance. The following table presents the quantitative information regarding market assumptions used in the valuation of the Share Rights issued in the Initial Public Offering:

	September 26,<br> 2025
Expected term to De-SPAC (Years)	$	1.50
Probability of De-SPAC and instrument-specific market adjustment		18.0	%
Risk -free rate (continuous)	$	3.63
Implied share price	$	9.82

NOTE 9 — SEGMENT

INFORMATION

ASC Topic 280, “Segment Reporting”, establishes standards for companies to report, in their financial statements, information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance.

The Company’s CODM has been identified as the Chief Financial Officer, who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that there is only one reportable segment.

The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the statements of operations as net income or loss. The measure of segment assets is reported on the balance sheet as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics included in net income or loss and total assets.

	December 31,
	2025
Cash	$	947,868
Cash and marketable securities held in Trust Account	$	116,149,606

F-17

EMMIS

ACQUISITION CORP.

NOTES

TO FINANCIAL STATEMENTS

DECEMBER

31, 2025

	For The Period From<br> March 21,<br> 2025<br> (Inception) Through
	December 31,<br> 2025
General and administrative costs	$	309,049
Interest earned on cash and marketable securities held in Trust Account	$	1,149,606

General and administrative costs are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination or similar transaction within the business combination period. The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. General and administrative costs, as reported on the statements of operations, are the significant segment expenses provided to the CODM on a regular basis.

The CODM reviews the position of total assets available with the company to assess if the Company has sufficient resources available to discharge its liabilities. The CODM is provided with details of cash and liquid resources available with the Company. Additionally, the CODM regularly reviews the status of accrued costs incurred to assess if these are in line with the planned use of proceeds to be raised from the Initial Public Offering.

NOTE 10 — SUBSEQUENT

EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date, up to March 27, 2026, the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

F-18

Exhibit 3.1

THE COMPANIES ACT (AS REVISED) OF THE CAYMANISLANDS

EXEMPTED COMPANY LIMITED BY SHARES

AMENDED AND RESTATEDMEMORANDUM AND ARTICLES OF ASSOCIATION

EMMIS ACQUISITION CORP.

(ADOPTED BY SPECIAL RESOLUTION DATED September24, 2025 AND EFFECTIVE ON September 26, 2025)

THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS

EXEMPTED COMPANY LIMITED BY SHARES

AMENDED AND RESTATEDMEMORANDUM AND ARTICLES OF ASSOCIATION

EMMIS ACQUISITION CORP.

(ADOPTED BY SPECIAL RESOLUTION DATED September24, 2025 AND EFFECTIVE ON September 26, 2025)

1.	The name of the Company is Emmis Acquisition Corp.
2.	The registered office of the Company shall be at the offices of CO Services Cayman Limited, P.O. Box 10008,<br>Willow House, Cricket Square, Grand Cayman KY1-1001, Cayman Islands, or at such other place as the Directors may from time to time decide.
---	---
3.	The objects for which the Company is established are unrestricted and the Company shall have full power<br>and authority to carry out any object not prohibited by the laws of the Cayman Islands.
---	---
4.	The liability of each Member is limited to the amount unpaid on such Member’s shares.
---	---
5.	The share capital of the Company is US$22,100 divided into 200,000,000 Class A ordinary shares of a par<br>value of US$0.0001 each, 20,000,000 Class B ordinary shares of a par value of US$0.0001 each and 1,000,000 preference shares of a par<br>value of US$0.0001 each.
---	---
6.	The Company has power to register by way of continuation as a body corporate limited by shares under the<br>laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.
---	---
7.	Capitalised terms that are not defined in this Amended and Restated Memorandum of Association bear the<br>respective meanings given to them in the Amended and Restated Articles of Association of the Company.
---	---

THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS

EXEMPTED COMPANY LIMITED BY SHARES

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

EMMIS ACQUISITION CORP.

(ADOPTED BY SPECIAL RESOLUTION DATED September24, 2025 AND EFFECTIVE ON September 26, 2025)

1.	Interpretation
1.1	In the Articles Table A in the First Schedule to the Statute does not apply and, unless there is something in the subject or context<br>inconsistent therewith:
---	---
“Affiliate”	in respect of a person, means any other person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person, and (a) in the case of a natural person, shall include, without limitation, such person’s spouse, parents, children, siblings, mother-in-law and father-in-law and brothers and sisters-in-law, whether by blood, marriage or adoption or anyone residing in such person’s home, a trust for the benefit of any of the foregoing, a company, partnership or any natural person or entity wholly or jointly owned by any of the foregoing and (b) in the case of an entity, shall include a partnership, a corporation or any natural person or entity which directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such entity.
---	---
“Applicable Law”	means, with respect to any person, all provisions of laws, statutes, ordinances, rules, regulations, permits, certificates, judgments, decisions, decrees or orders of any governmental authority applicable to such person.
“Articles”	means these amended and restated articles of association of the Company.
1
---
“Audit Committee”	means the audit committee of the board of directors of the Company established pursuant to the Articles, or any successor committee.
---	---
“Auditor”	means the person (if any) for the time being performing the duties of auditor of the Company.
“Business Combination”	means a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganisation or similar business combination involving the Company, with one or more businesses or entities (the “target business”), which Business Combination: (a) as long as the securities of the Company are listed on the Nasdaq Stock Market, must occur with one or more target businesses that together have an aggregate fair market value of at least 80 per cent of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into such Business Combination; and (b) must not be effectuated with another blank cheque company or a similar company with nominal operations.
“business day”	means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorised or obligated by law to close in New York City.
“Clearing House”	means a clearing house recognised by the laws of the jurisdiction in which the Shares (or depositary receipts therefor) are listed or quoted on a stock exchange or interdealer quotation system in such jurisdiction.
“Class A Share”	means a Class A ordinary share of a par value of US$0.0001 in the share capital of the Company.
“Class B Share”	means a Class B ordinary share of a par value of US$0.0001 in the share capital of the Company.
“Company”	means the above-named company.
“Company’s Website”	means the website of the Company and/or its web-address or domain name (if any).
2
---
“Compensation Committee”	means the compensation committee of the board of directors of the Company established pursuant to the Articles, or any successor committee.
---	---
“Designated Stock Exchange”	means any United States national securities exchange on which the securities of the Company are listed for trading, including the Nasdaq Stock Market.
“Directors”	means the directors for the time being of the Company.
“Dividend”	means any dividend (whether interim or final) resolved to be paid on Shares pursuant to the Articles.
“Electronic Communication”	means a communication sent by electronic means, including electronic posting to the Company’s Website, transmission to any number, address or internet website (including the website of the Securities and Exchange Commission) or other electronic delivery methods as otherwise decided and approved by the Directors.
“Electronic Record”	has the same meaning as in the Electronic Transactions Act.
“Electronic Transactions Act”	means the Electronic Transactions Act (as revised) of the Cayman Islands.
“Equity-linked Securities”	means any debt or equity securities that are convertible, exercisable or exchangeable for Class A Shares issued in a financing transaction in connection with a Business Combination, including but not limited to a private placement of equity or debt.
“Exchange Act”	means the United States Securities Exchange Act of 1934, as amended, or any similar U.S. federal statute and the rules and regulations of the Securities and Exchange Commission thereunder, all as the same shall be in effect at the time.
“Founders”	means all Members immediately prior to the consummation of the IPO.
“Independent Director”	has the same meaning as in the rules and regulations of the Designated Stock Exchange or in Rule 10A-3 under the Exchange Act, as the case may be.
“IPO”	means the Company’s initial public offering of securities.
3
---
“Member”	has the same meaning as in the Statute.
---	---
“Memorandum”	means the amended and restated memorandum of association of the Company.
“Nominating Committee”	means the nominating committee of the board of directors of the Company established pursuant to the Articles, or any successor committee.
“Officer”	means a person appointed to hold an office in the Company.
“Ordinary Resolution”	means a resolution passed by a simple majority of the Members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting, and includes a unanimous written resolution. In computing the majority when a poll is demanded regard shall be had to the number of votes to which each Member is entitled by the Articles.
“Over-Allotment Option”	means the option of the Underwriters to purchase up to an additional 15 per cent of the firm units (as described in the Articles) issued in the IPO at a price equal to US$10 per unit, less underwriting discounts and commissions.
“Preference Share”	means a preference share of a par value of US$0.0001 in the share capital of the Company.
“Public Share”	means a Class A Share issued as part of the units (as described in the Articles) issued in the IPO.
“Redemption Notice”	means a notice in a form approved by the Company by which a holder of Public Shares is entitled to require the Company to redeem its Public Shares, subject to any conditions contained therein.
“Register of Members”	means the register of Members maintained in accordance with the Statute and includes (except where otherwise stated) any branch or duplicate register of Members.
“Registered Office”	means the registered office for the time being of the Company.
“Representative”	means a representative of the Underwriters.
4
---
“Seal”	means the common seal of the Company and includes every duplicate seal.
---	---
“Securities and Exchange Commission”	means the United States Securities and Exchange Commission.
“Share”	means a Class A Share, a Class B Share or a Preference Share and includes a fraction of a share in the Company.
“Special Resolution”	subject to Article 29.4, Article 47.1 and Article 47.2, has the same meaning as in the Statute, and includes a unanimous written resolution.
“Sponsor”	means Emmis Capital Sponsor LLC, a Delaware limited liability company, and its successors or assigns.
“Statute”	means the Companies Act (as revised) of the Cayman Islands.
“Treasury Share”	means a Share held in the name of the Company as a treasury share in accordance with the Companies Act.
“Trust Account”	means the trust account established by the Company upon the consummation of its IPO and into which a certain amount of the net proceeds of the IPO, together with a certain amount of the proceeds of a private placement of units simultaneously with the closing date of the IPO, will be deposited.
“Underwriter”	means an underwriter of the IPO from time to time and any successor underwriter.
1.2	In these Articles:
---	---
(a)	words importing the singular number include the plural number and vice<br>versa;
---	---
(b)	words importing the masculine gender include the feminine gender;
---	---
(c)	words importing persons include corporations as well as any other legal<br>or natural person;
---	---
(d)	“written” and “in writing” include all modes of<br>representing or reproducing words in visible form, including in the form of an Electronic Record;
---	---
(e)	“shall” shall be construed as imperative and “may”<br>shall be construed as permissive;
---	---
5
---
(f)	references to provisions of any law or regulation shall be construed<br>as references to those provisions as amended, modified, re-enacted or replaced;
---	---
(g)	any phrase introduced by the terms “including”, “include”,<br>“in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding<br>those terms;
---	---
(h)	the term “and/or” is used herein to mean both “and”<br>as well as “or”. The use of “and/or” in certain contexts in no respects qualifies or modifies the use of<br>the terms “and” or “or” in others. The term “or” shall not be interpreted to be exclusive<br>and the term “and” shall not be interpreted to require the conjunctive (in each case, unless the context otherwise requires);
---	---
(i)	headings are inserted for reference only and shall be ignored in construing<br>the Articles;
---	---
(j)	any requirements as to delivery under the Articles include delivery<br>in the form of an Electronic Record;
---	---
(k)	any requirements as to execution or signature under the Articles including<br>the execution of the Articles themselves can be satisfied in the form of an electronic signature as defined in the Electronic Transactions<br>Law;
---	---
(l)	sections 8 and 19(3) of the Electronic Transactions Act shall not apply;
---	---
(m)	the term “clear days” in relation to the period of a notice<br>means that period excluding the day when the notice is received or deemed to be received and the day for which it is given or on which<br>it is to take effect; and
---	---
(n)	the term “holder” in relation to a Share means a person whose<br>name is entered in the Register of Members as the holder of such Share.
---	---
2.	COMMENCEMENT OF BUSINESS
---	---
2.1	The business of the Company may be commenced as soon after incorporation<br>as the Directors shall see fit.
---	---
2.2	The Directors may pay, out of the capital or any other monies of the<br>Company, all expenses incurred in or about the formation and establishment of the Company, including the expenses of registration.
---	---
3.	ISSUER OF SHARES AND other SECURITIES
---	---
3.1	Subject to the provisions, if any, in the Memorandum (and to any direction<br>that may be given by the Company in general meeting) and, where applicable, the rules and regulations of the Designated Stock Exchange,<br>the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law, and without<br>prejudice to any rights attached to any existing Shares, the Directors may allot, issue, grant options over or otherwise dispose of Shares<br>(including fractions of a Share) with or without preferred, deferred or other rights or restrictions, whether in regard to Dividends or<br>other distributions, voting, return of capital or otherwise and to such persons, at such times and on such other terms as they think proper,<br>and may also (subject to the Statute and the Articles) vary such rights, save that the Directors shall not allot, issue, grant options<br>over or otherwise dispose of Shares (including fractions of a Share) to the extent that it may affect the ability of the Company to carry<br>out a Class B Share Conversion set out in the Articles.
---	---
6
---
3.2	The Company may issue rights, options, warrants or convertible securities<br>or securities of similar nature conferring the right upon the holders thereof to subscribe for, purchase or receive any class of Shares<br>or other securities in the Company on such terms as the Directors may from time to time determine.
---	---
3.3	The Company may issue units of securities in the Company, which may<br>be comprised of whole or fractional Shares, rights, options, warrants or convertible securities or securities of similar nature conferring<br>the right upon the holders thereof to subscribe for, purchase or receive any class of Shares or other securities in the Company, upon<br>such terms as the Directors may from time to time determine.
---	---
3.4	The Company shall not issue Shares to bearer.
---	---
4.	REGISTER OF MEMBERS
---	---
4.1	The Company shall maintain or cause to be maintained the Register of<br>Members in accordance with the Statute.
---	---
4.2	The Directors may determine that the Company shall maintain one or more<br>branch registers of Members in accordance with the Statute. The Directors may also determine which register of Members shall constitute<br>the principal register and which shall constitute the branch register or registers, and to vary such determination from time to time.
---	---
5.	CLOSING THE REGISTER OF MEMBERS OR FIXING A RECORD DATE
---	---
5.1	For the purpose of determining Members entitled to notice of, or to<br>vote at any meeting of Members or any adjournment thereof, or Members entitled to receive payment of any Dividend or other distribution,<br>or in order to make a determination of Members for any other purpose, the Directors may, after notice has been given by advertisement<br>in an appointed newspaper or any other newspaper or by any other means in accordance with the rules and regulations of the Designated<br>Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law,<br>provide that the Register of Members shall be closed for transfers for a stated period which shall not in any case exceed forty days.
---	---
7
---
5.2	In lieu of, or apart from, closing the Register of Members, the Directors<br>may fix in advance or arrears a date as the record date for any such determination of Members entitled to notice of, or to vote at any<br>meeting of the Members or any adjournment thereof, or for the purpose of determining the Members entitled to receive payment of any Dividend<br>or other distribution, or in order to make a determination of Members for any other purpose.
---	---
5.3	If the Register of Members is not so closed and no record date is fixed<br>for the determination of Members entitled to notice of, or to vote at, a meeting of Members or Members entitled to receive payment of<br>a Dividend or other distribution, the date on which notice of the meeting is sent or the date on which the resolution of the Directors<br>resolving to pay such Dividend or other distribution is passed, as the case may be, shall be the record date for such determination of<br>Members. When a determination of Members entitled to vote at any meeting of Members has been made as provided in this Article, such determination<br>shall apply to any adjournment thereof.
---	---
6.	CERTIFICATES FOR SHARES
---	---
6.1	A Member shall only be entitled to a share certificate if the Directors<br>resolve that share certificates shall be issued. Share certificates representing Shares, if any, shall be in such form as the Directors<br>may determine. Share certificates shall be signed by one or more Directors or other person authorised by the Directors. The Directors<br>may authorise certificates to be issued with the authorised signature(s) affixed by mechanical process. All certificates for Shares shall<br>be consecutively numbered or otherwise identified and shall specify the Shares to which they relate. All certificates surrendered to the<br>Company for transfer shall be cancelled and, subject to the Articles, no new certificate shall be issued until the former certificate<br>representing a like number of relevant Shares shall have been surrendered and cancelled.
---	---
6.2	The Company shall not be bound to issue more than one certificate for<br>Shares held jointly by more than one person and delivery of a certificate to one joint holder shall be a sufficient delivery to all of<br>them.
---	---
6.3	If a share certificate is defaced, worn out, lost or destroyed, it may<br>be renewed on such terms (if any) as to evidence and indemnity and on the payment of such expenses reasonably incurred by the Company<br>in investigating evidence, as the Directors may prescribe, and (in the case of defacement or wearing out) upon delivery of the old certificate.
---	---
6.4	Every share certificate sent in accordance with the Articles will be<br>sent at the risk of the Member or other person entitled to the certificate. The Company will not be responsible for any share certificate<br>lost or delayed in the course of delivery.
---	---
8
---
6.5	Share certificates shall be issued within the relevant time limit as<br>prescribed by the Statute, if applicable, or as the rules and regulations of the Designated Stock Exchange, the Securities and Exchange<br>Commission and/or any other competent regulatory authority or otherwise under Applicable Law may from time to time determine, whichever<br>is shorter, after the allotment or, except in the case of a Share transfer which the Company is for the time being entitled to refuse<br>to register and does not register, after lodgement of a Share transfer with the Company.
---	---
7.	TRANSFER OF SHARES
---	---
7.1	Subject to the terms of the Articles, any Member may transfer all or<br>any of his Shares by an instrument of transfer provided that such transfer complies with the rules and regulations of the Designated Stock<br>Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law. If<br>the Shares in question were issued in conjunction with rights, options or warrants issued pursuant to the Articles on terms that one cannot<br>be transferred without the other, the Directors shall refuse to register the transfer of any such Share without evidence satisfactory<br>to them of the like transfer of such option or warrant.
---	---
7.2	The instrument of transfer of any Share shall be in writing in the usual<br>or common form or in a form prescribed by the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission<br>and/or any other competent regulatory authority or otherwise under Applicable Law or in any other form approved by the Directors and shall<br>be executed by or on behalf of the transferor (and if the Directors so require, signed by or on behalf of the transferee) and may be under<br>hand or, if the transferor or transferee is a Clearing House or its nominee(s), by hand or by machine imprinted signature or by such other<br>manner of execution as the Directors may approve from time to time. The transferor shall be deemed to remain the holder of a Share until<br>the name of the transferee is entered in the Register of Members.
---	---
8.	REDEMPTION, REPURCHASE and surrender OF SHARES
---	---
8.1	Subject to the provisions of the Statute, and, where applicable, the<br>rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority<br>or otherwise under Applicable Law, the Company may issue Shares that are to be redeemed or are liable to be redeemed at the option of<br>the Member or the Company. The redemption of such Shares, except Public Shares, shall be effected in such manner and upon such other terms<br>as the Company may, by Special Resolution, determine before the issue of such Shares. With respect to redeeming or repurchasing the Shares.
---	---
(a)	Members who hold Public Shares are entitled to request the redemption<br>of such Shares in the circumstances described in the Business Combination Article hereof;
---	---
9
---
(b)	Class B Shares held by the Sponsor shall be surrendered by the Sponsor<br>for no consideration to the extent that the Over-Allotment Option is not exercised in full so that the Founders will own 25 per cent of<br>the Company’s issued Shares after the IPO or such other amount as set forth in the IPO offering documents (exclusive of any securities<br>purchased in a private placement simultaneously with the IPO); and
---	---
(c)	Public Shares shall be repurchased by way of tender offer in the circumstances<br>set out in the Business Combination Article hereof.
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8.2	Subject to the provisions of the Statute, and, where applicable, the<br>rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority<br>or otherwise under Applicable Law, the Company may purchase its own Shares (including any redeemable Shares) in such manner and on such<br>other terms as the Directors may agree with the relevant Member. For the avoidance of doubt, redemptions, repurchases and surrenders of<br>Shares in the circumstances described in the Article above shall not require further approval of the Members.
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8.3	The Company may make a payment in respect of the redemption or purchase<br>of its own Shares in any manner permitted by the Statute, including out of capital.
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8.4	The Directors may accept the surrender for no consideration of any fully<br>paid Share.
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9.	TREASURY SHARES
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9.1	The Directors may, prior to the purchase, redemption or surrender of<br>any Share, determine that such Share shall be held as a Treasury Share.
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9.2	The Directors may determine to cancel a Treasury Share or transfer a<br>Treasury Share on such terms as they think proper (including, without limitation, for nil consideration).
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10.	VARIATION OF RIGHTS OF SHARES
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10.1	Subject to Article 3.1, if at any time the share capital of the Company<br>is divided into different classes of Shares, all or any of the rights attached to any class (unless otherwise provided by the terms of<br>issue of the Shares of that class) may, whether or not the Company is being wound up, be varied without the consent of the holders of<br>the issued Shares of that class where such variation is considered by the Directors not to have a material adverse effect upon such rights;<br>otherwise, any such variation shall be made only with the consent in writing of the holders of not less than two thirds of the issued<br>Shares of that class (other than with respect to a waiver of the provisions of the Class B Ordinary Share Conversion Article hereof, which<br>as stated therein shall only require the consent in writing of the holders of a majority of the issued Shares of that class), or with<br>the approval of a resolution passed by a majority of not less than two thirds of the votes cast at a separate meeting of the holders of<br>the Shares of that class. For the avoidance of doubt, the Directors reserve the right, notwithstanding that any such variation may not<br>have a material adverse effect, to obtain consent from the holders of Shares of the relevant class. To any such meeting all the provisions<br>of the Articles relating to general meetings shall apply mutatis mutandis, except that the necessary quorum shall be one person<br>holding or representing by proxy at least one third of the issued Shares of the class and that any holder of Shares of the class present<br>in person or by proxy may demand a poll.
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10.2	For the purposes of a separate class meeting, the Directors may treat<br>two or more or all the classes of Shares as forming one class of Shares if the Directors consider that such class of Shares would be affected<br>in the same way by the proposals under consideration, but in any other case shall treat them as separate classes of Shares.
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10.3	The rights conferred upon the holders of the Shares of any class issued<br>with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the Shares of that class, be deemed<br>to be varied by the creation or issue of further Shares ranking pari passu therewith or Shares issued with preferred or other rights.
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11.	COMMISSION ON SALE OF SHARES
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The Company may, in so far as the Statute permits, pay a commission to any person in consideration of his subscribing or agreeing to subscribe (whether absolutely or conditionally) or procuring or agreeing to procure subscriptions (whether absolutely or conditionally) for any Shares. Such commissions may be satisfied by the payment of cash and/or the issue of fully or partly paid-up Shares. The Company may also on any issue of Shares pay such brokerage as may be lawful.

12.	NON-RECOGNITION OF TRUSTS

The Company shall not be bound by or compelled to recognise in any way (even when notified) any equitable, contingent, future or partial interest in any Share, or (except only as is otherwise provided by the Articles or the Statute) any other rights in respect of any Share other than an absolute right to the entirety thereof in the holder.

13.	LIEN ON SHARES
13.1	The Company shall have a first and paramount lien on all Shares (whether<br>fully paid-up or not) registered in the name of a Member (whether solely or jointly with others) for all debts, liabilities or engagements<br>to or with the Company (whether presently payable or not) by such Member or his estate, either alone or jointly with any other person,<br>whether a Member or not, but the Directors may at any time declare any Share to be wholly or in part exempt from the provisions of this<br>Article. The registration of a transfer of any such Share shall operate as a waiver of the Company’s lien thereon. The Company’s<br>lien on a Share shall also extend to any amount payable in respect of that Share.
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13.2	The Company may sell, in such manner as the Directors think fit,<br>any Shares on which the Company has a lien, if a sum in respect of which the lien exists is presently payable, and is not paid within<br>fourteen clear days after notice has been received or deemed to have been received by the holder of the Shares, or to the person entitled<br>to it in consequence of the death or bankruptcy of the holder, demanding payment and stating that if the notice is not complied with the<br>Shares may be sold.
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13.3	To give effect to any such sale the Directors may authorise any person<br>to execute an instrument of transfer of the Shares sold to, or in accordance with the directions of, the purchaser. The purchaser or his<br>nominee shall be registered as the holder of the Shares comprised in any such transfer, and he shall not be bound to see to the application<br>of the purchase money, nor shall his title to the Shares be affected by any irregularity or invalidity in the sale or the exercise of<br>the Company’s power of sale under the Articles.
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13.4	The net proceeds of such sale after payment of costs, shall be applied<br>in payment of such part of the amount in respect of which the lien exists as is presently payable and any balance shall (subject to a<br>like lien for sums not presently payable as existed upon the Shares before the sale) be paid to the person entitled to the Shares at the<br>date of the sale.
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14.	CALL ON SHARES
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14.1	Subject to the terms of the allotment and issue of any Shares, the Directors<br>may make calls upon the Members in respect of any monies unpaid on their Shares (whether in respect of par value or premium), and each<br>Member shall (subject to receiving at least fourteen clear days’ notice specifying the time or times of payment) pay to the Company<br>at the time or times so specified the amount called on the Shares. A call may be revoked or postponed, in whole or in part, as the Directors<br>may determine. A call may be required to be paid by instalments. A person upon whom a call is made shall remain liable for calls made<br>upon him notwithstanding the subsequent transfer of the Shares in respect of which the call was made.
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14.2	A call shall be deemed to have been made at the time when the resolution<br>of the Directors authorising such call was passed.
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14.3	The joint holders of a Share shall be jointly and severally liable to<br>pay all calls in respect thereof.
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14.4	If a call remains unpaid after it has become due and payable, the person<br>from whom it is due shall pay interest on the amount unpaid from the day it became due and payable until it is paid at such rate as the<br>Directors may determine (and in addition all expenses that have been incurred by the Company by reason of such non-payment), but the Directors<br>may waive payment of the interest or expenses wholly or in part.
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14.5	An amount payable in respect of a Share on issue or allotment or at<br>any fixed date, whether on account of the par value of the Share or premium or otherwise, shall be deemed to be a call and if it is not<br>paid all the provisions of the Articles shall apply as if that amount had become due and payable by virtue of a call.
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14.6	The Directors may issue Shares with different terms as to the amount<br>and times of payment of calls, or the interest to be paid.
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14.7	The Directors may, if they think fit, receive an amount from any Member<br>willing to advance all or any part of the monies uncalled and unpaid upon any Shares held by him, and may (until the amount would otherwise<br>become payable) pay interest at such rate as may be agreed upon between the Directors and the Member paying such amount in advance.
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14.8	No such amount paid in advance of calls shall entitle the Member paying<br>such amount to any portion of a Dividend or other distribution payable in respect of any period prior to the date upon which such amount<br>would, but for such payment, become payable.
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15.	FORFEITURE OF SHARES
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15.1	If a call or instalment of a call remains unpaid after it has become<br>due and payable the Directors may give to the person from whom it is due not less than fourteen clear days’ notice requiring payment<br>of the amount unpaid together with any interest which may have accrued and any expenses incurred by the Company by reason of such non-payment.<br>The notice shall specify where payment is to be made and shall state that if the notice is not complied with the Shares in respect of<br>which the call was made will be liable to be forfeited.
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15.2	If the notice is not complied with, any Share in respect of which it<br>was given may, before the payment required by the notice has been made, be forfeited by a resolution of the Directors. Such forfeiture<br>shall include all Dividends, other distributions or other monies payable in respect of the forfeited Share and not paid before the forfeiture.
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15.3	A forfeited Share may be sold, re-allotted or otherwise disposed of<br>on such terms and in such manner as the Directors think fit and at any time before a sale, re-allotment or disposition the forfeiture<br>may be cancelled on such terms as the Directors think fit. Where for the purposes of its disposal a forfeited Share is to be transferred<br>to any person the Directors may authorise some person to execute an instrument of transfer of the Share in favour of that person.
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15.4	A person any of whose Shares have been forfeited shall cease to be a<br>Member in respect of them and shall surrender to the Company for cancellation the certificate for the Shares forfeited and shall remain<br>liable to pay to the Company all monies which at the date of forfeiture were payable by him to the Company in respect of those Shares<br>together with interest at such rate as the Directors may determine, but his liability shall cease if and when the Company shall have received<br>payment in full of all monies due and payable by him in respect of those Shares.
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15.5	A certificate in writing under the hand of one Director or Officer that<br>a Share has been forfeited on a specified date shall be conclusive evidence of the facts stated in it as against all persons claiming<br>to be entitled to the Share. The certificate shall (subject to the execution of an instrument of transfer) constitute a good title to<br>the Share and the person to whom the Share is sold or otherwise disposed of shall not be bound to see to the application of the purchase<br>money, if any, nor shall his title to the Share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture,<br>sale or disposal of the Share.
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15.6	The provisions of the Articles as to forfeiture shall apply in the case<br>of non-payment of any sum which, by the terms of issue of a Share, becomes payable at a fixed time, whether on account of the par value<br>of the Share or by way of premium as if it had been payable by virtue of a call duly made and notified.
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16.	TRANSMISSION OF SHARES
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16.1	If a Member dies, the survivor or survivors (where he was a joint holder),<br>or his legal personal representatives (where he was a sole holder), shall be the only persons recognised by the Company as having any<br>title to his Shares. The estate of a deceased Member is not thereby released from any liability in respect of any Share, for which he<br>was a joint or sole holder.
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16.2	Any person becoming entitled to a Share in consequence of the death<br>or bankruptcy or liquidation or dissolution of a Member (or in any other way than by transfer) may, upon such evidence being produced<br>as may be required by the Directors, elect, by a notice in writing sent by him to the Company, either to become the holder of such Share<br>or to have some person nominated by him registered as the holder of such Share. If he elects to have another person registered as the<br>holder of such Share he shall sign an instrument of transfer of that Share to that person. The Directors shall, in either case, have the<br>same right to decline or suspend registration as they would have had in the case of a transfer of the Share by the relevant Member before<br>his death or bankruptcy or liquidation or dissolution, as the case may be.
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16.3	A person becoming entitled to a Share by reason of the death or bankruptcy<br>or liquidation or dissolution of a Member (or in any other case than by transfer) shall be entitled to the same Dividends, other distributions<br>and other advantages to which he would be entitled if he were the holder of such Share. However, he shall not, before becoming a Member<br>in respect of a Share, be entitled in respect of it to exercise any right conferred by membership in relation to general meetings of the<br>Company and the Directors may at any time give notice requiring any such person to elect either to be registered himself or to have some<br>person nominated by him be registered as the holder of the Share (but the Directors shall, in either case, have the same right to decline<br>or suspend registration as they would have had in the case of a transfer of the Share by the relevant Member before his death or bankruptcy<br>or liquidation or dissolution or any other case than by transfer, as the case may be). If the notice is not complied with within ninety<br>days of being received or deemed to be received (as determined pursuant to the Articles), the Directors may thereafter withhold payment<br>of all Dividends, other distributions, bonuses or other monies payable in respect of the Share until the requirements of the notice have<br>been complied with.
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17.	CLASS B ORDINARY SHARE CONVERSION
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17.1	The rights attaching to the Class A Shares and Class B Shares shall<br>rank pari passu in all respects, and the Class A Shares and Class B Shares shall vote together as a single class on all<br>matters (subject to the Variation of Rights of Shares Article and the Appointment, Continuation and Removal of Directors Article hereof)<br>with the exception that the holder of a Class B Share shall have the Conversion Rights referred to in this Article.
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17.2	Class B Shares shall automatically convert into Class A Shares on a<br>one-for-one basis (the “Initial Conversion Ratio”): (a) at any time and from time<br>to time at the option of the holders thereof; and (b) automatically on the day of the closing of a Business Combination.
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17.3	Notwithstanding the Initial Conversion Ratio, in the case that additional<br>Class A Shares or any other Equity-linked Securities, are issued, or deemed issued, by the Company in excess of the amounts offered in<br>the IPO and related to the closing of a Business Combination, all Class B Shares in issue shall automatically convert into Class A Shares<br>at the time of the closing of a Business Combination at a ratio for which the Class B Shares shall convert into Class A Shares will be<br>adjusted (unless the holders of a majority of the Class B Shares in issue agree to waive such anti-dilution adjustment with respect to<br>any such issuance or deemed issuance) so that the number of Class A Shares issuable upon conversion of all Class B Shares will equal,<br>on an as-converted basis, in the aggregate, 25 per cent of the sum of (i) all ordinary Shares issued and outstanding upon the completion<br>of the IPO (including any Class A Shares issued pursuant to the Underwriters’ over-allotment option and excluding the securities<br>underlying the private placement units issued to the Sponsor), plus (ii) all Class A Shares and Equity-Linked Securities issued or deemed<br>issued in connection with our initial Business Combination (excluding any Shares or Equity-Linked Securities issued, or to be issued,<br>to any seller in the initial Business Combination and any private placement-equivalent units issued to the Sponsor or any of its Affiliates<br>or to any Officers or Directors of the Company upon conversion of working capital loans), minus (iii) any redemptions of Class A Shares<br>by public shareholders in connection with an initial Business Combination.
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17.4	Notwithstanding anything to the contrary contained herein, the foregoing<br>adjustment to the Initial Conversion Ratio may be waived as to any particular issuance or deemed issuance of additional Class A Shares<br>or Equity-linked Securities by the written consent or agreement of holders of a majority of the Class B Shares then in issue consenting<br>or agreeing separately as a separate class in the manner provided in the Variation of Rights of Shares Article hereof.
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17.5	The foregoing conversion ratio shall also be adjusted to account for<br>any subdivision (by share split, subdivision, exchange, capitalisation, rights issue, reclassification, recapitalisation or otherwise)<br>or combination (by reverse share split, share consolidation, exchange, reclassification, recapitalisation or otherwise) or similar reclassification<br>or recapitalisation of the Class A Shares in issue into a greater or lesser number of shares occurring after the original filing of the<br>Articles without a proportionate and corresponding subdivision, combination or similar reclassification or recapitalisation of the Class<br>B Shares in issue.
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17.6	Each Class B Share shall convert into its pro rata number of Class A<br>Shares pursuant to this Article. The pro rata share for each holder of Class B Shares will be determined as follows: each Class B Share<br>shall convert into such number of Class A Shares as is equal to the product of 1 multiplied by a fraction, the numerator of which shall<br>be the total number of Class A Shares into which all of the Class B Shares in issue shall be converted pursuant to this Article and the<br>denominator of which shall be the total number of Class B Shares in issue at the time of conversion.
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17.7	References in this Article to “converted”,<br>“conversion” or “exchange” shall<br>mean the compulsory redemption without notice of Class B Shares of any Member and, on behalf of such Members, automatic application of<br>such redemption proceeds in paying for such new Class A Shares into which the Class B Shares have been converted or exchanged at a price<br>per Class B Share necessary to give effect to a conversion or exchange calculated on the basis that the Class A Shares to be issued as<br>part of the conversion or exchange will be issued at par. The Class A Shares to be issued on an exchange or conversion shall be registered<br>in the name of such Member or in such name as the Member may direct.
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17.8	Notwithstanding anything to the contrary in this Article, in no event<br>may any Class B Share convert into Class A Shares at a ratio that is less than one-for-one.
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18.	AMENDMENTS OF MEMORANDUM AND ARTICLES OF ASSOCIAtION AND ALTERATION OF CAPITAL
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18.1	The Company may by Ordinary Resolution:
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(a)	increase its share capital by such sum as the Ordinary Resolution shall prescribe and with such rights,<br>priorities and privileges annexed thereto, as the Company in general meeting may determine;
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(b)	consolidate and divide all or any of its share capital into Shares of larger amount than its existing<br>Shares;
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(c)	convert all or any of its paid-up Shares into stock, and reconvert that stock into paid-up Shares<br>of any denomination;
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(d)	by subdivision of its existing Shares or any of them divide the whole or any part of its share capital<br>into Shares of smaller amount than is fixed by the Memorandum or into Shares without par value; and
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(e)	cancel any Shares that at the date of the passing of the Ordinary Resolution have not been taken or agreed<br>to be taken by any person and diminish the amount of its share capital by the amount of the Shares so cancelled.
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18.2	All new Shares created in accordance with the provisions of the preceding<br>Article shall be subject to the same provisions of the Articles with reference to the payment of calls, liens, transfer, transmission,<br>forfeiture and otherwise as the Shares in the original share capital.
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18.3	Subject to the provisions of the Statute, the provisions of the Articles<br>as regards the matters to be dealt with by Ordinary Resolution, Article 29.4, Article 47.1 and Article 47.2, the Company may by Special<br>Resolution:
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(a)	change its name;
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(b)	alter or add to the Articles;
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(c)	alter or add to the Memorandum with respect to any objects, powers or other matters specified therein;<br>and
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(d)	reduce its share capital or any capital redemption reserve fund.
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19.	OFFICES AND PLACE OF BUSINESS
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Subject to the provisions of the Statute, the Company may by resolution of the Directors change the location of its Registered Office. The Company may, in addition to its Registered Office, maintain such other offices or places of business as the Directors determine.

20.	GENERAL MEETINGS
20.1	All general meetings other than annual general meetings shall be called<br>extraordinary general meetings.
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20.2	The Company may, but shall not (unless required by the Statute) be obliged<br>to, in each year hold a general meeting as its annual general meeting, and shall specify the meeting as such in the notices calling it.<br>Any annual general meeting shall be held at such time and place as the Directors shall appoint. At these meetings the report of the Directors<br>(if any) shall be presented.
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20.3	The Directors, the chief executive officer or the chairman of the board<br>of Directors may call general meetings, and, for the avoidance of doubt, Members shall not have the ability to call general meetings.
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20.4	Members seeking to bring business before the annual general meeting<br>or to nominate candidates for appointment as Directors at the annual general meeting must deliver notice to the principal executive offices<br>of the Company not less than 120 calendar days before the date of the Company’s proxy statement released to Members in connection<br>with the previous year’s annual general meeting or, if the Company did not hold an annual general meeting the previous year, or<br>if the date of the current year’s annual general meeting has been changed by more than 30 days from the date of the previous year’s<br>annual general meeting, then the deadline shall be set by the board of Directors with such deadline being a reasonable time before the<br>Company begins to print and send its related proxy materials.
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21.	NOTICE OF GENERAL MEETINGS
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21.1	At least five clear days’ notice shall be given of any general<br>meeting. Every notice shall specify the place, the day and the hour of the meeting and the general nature of the business to be conducted<br>at the general meeting and shall be given in the manner hereinafter mentioned or in such other manner if any as may be prescribed by the<br>Company, provided that a general meeting of the Company shall, whether or not the notice specified in this Article has been given and<br>whether or not the provisions of the Articles regarding general meetings have been complied with, be deemed to have been duly convened<br>if it is so agreed:
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(a)	in the case of an annual general meeting, by all of the Members entitled to attend and vote thereat; and
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(b)	in the case of an extraordinary general meeting, by a majority in number of the Members having a right<br>to attend and vote at the meeting, together holding not less than ninety-five per cent in par value of the Shares giving that right.
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21.2	The accidental omission to give notice of a general meeting to, or the<br>non-receipt of notice of a general meeting by, any person entitled to receive such notice shall not invalidate the proceedings of that<br>general meeting.
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22.	PROCEEDINGS AT GENERAL MEETINGS
22.1	No business shall be transacted at any general meeting unless a quorum<br>is present. The holders of at least one-third of the then issued and outstanding Shares, being individuals present in person or by proxy<br>or if a corporation or other non-natural person by its duly authorised representative or proxy, shall be a quorum.
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22.2	A person may participate at a general meeting by conference telephone<br>or other communications equipment by means of which all the persons participating in the meeting can communicate with each other. Participation<br>by a person in a general meeting in this manner is treated as presence in person at that meeting.
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22.3	A resolution (including a Special Resolution) in writing (in one or<br>more counterparts) signed by or on behalf of all of the Members for the time being entitled to receive notice of and to attend and vote<br>at general meetings (or, being corporations or other non-natural persons, signed by their duly authorised representatives) shall be as<br>valid and effective as if the resolution had been passed at a general meeting of the Company duly convened and held.
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22.4	If a quorum is not present within half an hour from the time appointed<br>for the meeting to commence, the meeting shall stand adjourned to the same day in the next week at the same time and/or place or to such<br>other day, time and/or place as the Directors may determine, and if at the adjourned meeting a quorum is not present within half an hour<br>from the time appointed for the meeting to commence, the Members present shall be a quorum.
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22.5	The Directors may, at any time prior to the time appointed for<br>the meeting to commence, appoint any person to act as chairman of a general meeting of the Company or, if the Directors do not make any<br>such appointment, the chairman, if any, of the board of Directors shall preside as chairman at such general meeting. If there is no such<br>chairman, or if he shall not be present within fifteen minutes after the time appointed for the meeting to commence, or is unwilling to<br>act, the Directors present shall elect one of their number to be chairman of the meeting.
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22.6	If no Director is willing to act as chairman or if no Director is present<br>within fifteen minutes after the time appointed for the meeting to commence, the Members present shall choose one of their number to be<br>chairman of the meeting.
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22.7	The chairman may, with the consent of a meeting at which a quorum is<br>present (and shall if so directed by the meeting) adjourn the meeting from time to time and from place to place, but no business shall<br>be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
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22.8	When a general meeting is adjourned for thirty days or more, notice<br>of the adjourned meeting shall be given as in the case of an original meeting. Otherwise it shall not be necessary to give any such notice<br>of an adjourned meeting.
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22.9	If, prior to a Business Combination, a notice is issued in respect of<br>a general meeting and the Directors, in their absolute discretion, consider that it is impractical or undesirable for any reason to hold<br>that general meeting at the place, the day and the hour specified in the notice calling such general meeting, the Directors may postpone<br>the general meeting to another place, day and/or hour provided that notice of the place, the day and the hour of the rearranged general<br>meeting is promptly given to all Members. No business shall be transacted at any postponed meeting other than the business specified in<br>the notice of the original meeting.
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22.10	When a general meeting is postponed for thirty days or more, notice<br>of the postponed meeting shall be given as in the case of an original meeting. Otherwise it shall not be necessary to give any such notice<br>of a postponed meeting. All proxy forms submitted for the original general meeting shall remain valid for the postponed meeting. The<br>Directors may postpone a general meeting which has already been postponed.
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22.11	A resolution put to the vote of the meeting shall be decided on a poll.
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22.12	A poll shall be taken as the chairman directs, and the result of the<br>poll shall be deemed to be the resolution of the general meeting at which the poll was demanded.
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22.13	A poll demanded on the election of a chairman or on a question of adjournment<br>shall be taken forthwith. A poll demanded on any other question shall be taken at such date, time and place as the chairman of the general<br>meeting directs, and any business other than that upon which a poll has been demanded or is contingent thereon may proceed pending the<br>taking of the poll.
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22.14	In the case of an equality of votes the chairman shall be entitled to<br>a second or casting vote.
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23.	VOTES OF MEMBERS
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23.1	Subject to any rights or restrictions attached to any Shares, including<br>as set out at Article 29.4, Article 47.1 and Article 47.2, every Member present in any such manner shall have one vote for every Share<br>of which he is the holder.
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23.2	In the case of joint holders the vote of the senior holder who tenders<br>a vote, whether in person or by proxy (or, in the case of a corporation or other non-natural person, by its duly authorised representative<br>or proxy), shall be accepted to the exclusion of the votes of the other joint holders, and seniority shall be determined by the order<br>in which the names of the holders stand in the Register of Members.
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23.3	A Member of unsound mind, or in respect of whom an order has been made<br>by any court, having jurisdiction in lunacy, may vote by his committee, receiver, curator bonis, or other person on such Member’s<br>behalf appointed by that court, and any such committee, receiver, curator bonis or other person may vote by proxy.
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23.4	No person shall be entitled to vote at any general meeting unless he<br>is registered as a Member on the record date for such meeting nor unless all calls or other monies then payable by him in respect of Shares<br>have been paid.
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23.5	No objection shall be raised as to the qualification of any voter except<br>at the general meeting or adjourned general meeting at which the vote objected to is given or tendered and every vote not disallowed at<br>the meeting shall be valid. Any objection made in due time in accordance with this Article shall be referred to the chairman whose decision<br>shall be final and conclusive.
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23.6	Votes may be cast either personally or by proxy (or in the case of a<br>corporation or other non-natural person by its duly authorised representative or proxy). A Member may appoint more than one proxy or the<br>same proxy under one or more instruments to attend and vote at a meeting. Where a Member appoints more than one proxy the instrument of<br>proxy shall specify the number of Shares in respect of which each proxy is entitled to exercise the related votes.
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23.7	A Member holding more than one Share need not cast the votes in respect<br>of his Shares in the same way on any resolution and therefore may vote a Share or some or all such Shares either for or against a resolution<br>and/or abstain from voting a Share or some or all of the Shares and, subject to the terms of the instrument appointing him, a proxy appointed<br>under one or more instruments may vote a Share or some or all of the Shares in respect of which he is appointed either for or against<br>a resolution and/or abstain from voting a Share or some or all of the Shares in respect of which he is appointed.
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24.	PROXIES
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24.1	The instrument appointing a proxy shall be in writing and shall be executed<br>under the hand of the appointor or of his attorney duly authorised in writing, or, if the appointor is a corporation or other non-natural<br>person, under the hand of its duly authorised representative. A proxy need not be a Member.
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24.2	The Directors may, in the notice convening any meeting or adjourned<br>meeting, or in an instrument of proxy sent out by the Company, specify the manner by which the instrument appointing a proxy shall be<br>deposited and the place and the time (being not later than the time appointed for the commencement of the meeting or adjourned meeting<br>to which the proxy relates) at which the instrument appointing a proxy shall be deposited. In the absence of any such direction from the<br>Directors in the notice convening any meeting or adjourned meeting or in an instrument of proxy sent out by the Company, the instrument<br>appointing a proxy shall be deposited physically at the Registered Office not less than 48 hours before the time appointed for the meeting<br>or adjourned meeting to commence at which the person named in the instrument proposes to vote.
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24.3	The chairman may in any event at his discretion declare that an instrument<br>of proxy shall be deemed to have been duly deposited. An instrument of proxy that is not deposited in the manner permitted, or which has<br>not been declared to have been duly deposited by the chairman, shall be invalid.
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24.4	The instrument appointing a proxy may be in any usual or common form<br>(or such other form as the Directors may approve) and may be expressed to be for a particular meeting or any adjournment thereof or generally<br>until revoked. An instrument appointing a proxy shall be deemed to include the power to demand or join or concur in demanding a poll.
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24.5	Votes given in accordance with the terms of an instrument of proxy shall<br>be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or of the authority under which the<br>proxy was executed, or the transfer of the Share in respect of which the proxy is given unless notice in writing of such death, insanity,<br>revocation or transfer was received by the Company at the Registered Office before the commencement of the general meeting, or adjourned<br>meeting at which it is sought to use the proxy.
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25.	CORPORATE MEMBERS
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25.1

Any corporation or other non-natural person which is a Member may in accordance with its constitutional documents, or in the absence of such provision by resolution of its directors or other governing body, authorise such person as it thinks fit to act as its representative at any meeting of the Company or of any class of Members, and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he represents as the corporation could exercise if it were an individual Member.

25.2

If a Clearing House (or its nominee(s)), being a corporation, is a Member, it may authorise such persons as it sees fit to act as its representative at any meeting of the Company or at any meeting of any class of Members provided that the authorisation shall specify the number and class of Shares in respect of which each such representative is so authorised. Each person so authorised under the provisions of this Article shall be deemed to have been duly authorised without further evidence of the facts and be entitled to exercise the same rights and powers on behalf of the Clearing House (or its nominee(s)) as if such person was the registered holder of such Shares held by the Clearing House (or its nominee(s)).

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26.	SHARES THAT MAY NOT BE VOTED

Shares in the Company that are beneficially owned by the Company shall not be voted, directly or indirectly, at any meeting and shall not be counted in determining the total number of outstanding Shares at any given time.

27.	DIRECTORS
27.1	There shall be a board of Directors consisting of not less than one<br>person provided however that the Company may by Ordinary Resolution increase or reduce the limits in the number of Directors.
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27.2	The Directors shall be divided into three classes: Class I, Class II<br>and Class III. The number of Directors in each class shall be as nearly equal as possible. Upon the adoption of the Articles, the existing<br>Directors shall by resolution classify themselves as Class I, Class II or Class III Directors. The Class I Directors shall stand elected<br>for a term expiring at the Company’s first annual general meeting, the Class II Directors shall stand elected for a term expiring<br>at the Company’s second annual general meeting and the Class III Directors shall stand elected for a term expiring at the Company’s<br>third annual general meeting. Commencing at the Company’s first annual general meeting, and at each annual general meeting thereafter,<br>Directors elected to succeed those Directors whose terms expire shall be elected for a term of office to expire at the third succeeding<br>annual general meeting after their election. Except as the Statute or other Applicable Law may otherwise require, in the interim between<br>annual general meetings or extraordinary general meetings called for the election of Directors and/or the removal of one or more Directors<br>and the filling of any vacancy in that connection, additional Directors and any vacancies in the board of Directors, including unfilled<br>vacancies resulting from the removal of Directors for cause, may be filled by the vote of a majority of the remaining Directors then in<br>office, although less than a quorum (as defined in the Articles), or by the sole remaining Director. All Directors shall hold office until<br>the expiration of their respective terms of office and until their successors shall have been elected and qualified. A Director elected<br>to fill a vacancy resulting from the death, resignation or removal of a Director shall serve for the remainder of the full term of the<br>Director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified.
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28.	POWERS OF DIRECTORS
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28.1	Subject to the provisions of the Statute, the Memorandum and the Articles<br>and to any directions given by Special Resolution, the business of the Company shall be managed by the Directors who may exercise all<br>the powers of the Company. No alteration of the Memorandum or Articles and no such direction shall invalidate any prior act of the Directors<br>which would have been valid if that alteration had not been made or that direction had not been given. A duly convened meeting of Directors<br>at which a quorum is present may exercise all powers exercisable by the Directors.
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28.2	All cheques, promissory notes, drafts, bills of exchange and other negotiable<br>or transferable instruments and all receipts for monies paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed<br>as the case may be in such manner as the Directors shall determine by resolution.
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28.3	The Directors on behalf of the Company may pay a gratuity or pension<br>or allowance on retirement to any Director who has held any other salaried office or place of profit with the Company or to his widow<br>or dependants and may make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance.
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28.4	The Directors may exercise all the powers of the Company to borrow money<br>and to mortgage or charge its undertaking, property and assets (present and future) and uncalled capital or any part thereof and to issue<br>debentures, debenture stock, mortgages, bonds and other such securities whether outright or as security for any debt, liability or obligation<br>of the Company or of any third party.
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29.	APPOINTMENT AND REMOVAL OF DIRECTORS
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29.1	Prior to the closing of a Business Combination, the Company may by Ordinary<br>Resolution of the holders of the Class B Shares appoint any person to be a Director or may by Ordinary Resolution of the holders of the<br>Class B Shares remove any Director. For the avoidance of doubt, prior to the closing of a Business Combination, holders of Class A Shares<br>shall have no right to vote on the appointment or removal of any Director.
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29.2	The Directors may appoint any person to be a Director, either to fill<br>a vacancy or as an additional Director provided that the appointment does not cause the number of Directors to exceed any number fixed<br>by or in accordance with the Articles as the maximum number of Directors.
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29.3	After the closing of a Business Combination, the Company may by Ordinary<br>Resolution appoint any person to be a Director or may by Ordinary Resolution remove any Director.
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29.4	Prior to the closing a Business Combination, Article 29.1 may only be<br>amended by a Special Resolution which shall include the affirmative vote of a simple majority of the Class B Shares as, being entitled<br>to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of which notice specifying the intention to propose<br>the resolution as a special resolution has been given, or by way of unanimous written resolution.
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30.	VACATION OF OFFICE OF DIRECTOR
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The office of a Director shall be vacated if:

(a)	the Director gives notice in writing to the Company that he resigns the office of Director;
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(b)	the Director absents himself (for the avoidance of doubt, without being represented by proxy) from three<br>consecutive meetings of the board of Directors without special leave of absence from the Directors, and the Directors pass a resolution<br>that he has by reason of such absence vacated office;
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(c)	the Director dies, becomes bankrupt or makes any arrangement or composition with his creditors generally;
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(d)	the Director is found to be or becomes of unsound mind ; or
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(e)	all of the other Directors (being not less than two in number) determine that he should be removed as<br>a Director, either by a resolution passed by all of the other Directors at a meeting of the Directors duly convened and held in accordance<br>with the Articles or by a resolution in writing signed by all of the other Directors.
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31.	PROCEEDINGS OF DIRECTORS
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31.1	The quorum for the transaction of the business of the Directors may<br>be fixed by the Directors, and unless so fixed shall be a majority of the Directors then in office.
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31.2	Subject to the provisions of the Articles, the Directors may regulate<br>their proceedings as they think fit. Questions arising at any meeting shall be decided by a majority of votes. In the case of an equality<br>of votes, the chairman shall have a second or casting vote.
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31.3	A person may participate in a meeting of the Directors or any committee<br>of Directors by conference telephone or other communications equipment by means of which all the persons participating in the meeting<br>can communicate with each other at the same time. Participation by a person in a meeting in this manner is treated as presence in person<br>at that meeting. Unless otherwise determined by the Directors, the meeting shall be deemed to be held at the place where the chairman<br>is located at the start of the meeting.
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31.4	A resolution in writing (in one or more counterparts) signed by all<br>the Directors or all the members of a committee of the Directors or, in the case of a resolution in writing relating to the removal of<br>any Director or the vacation of office by any Director, all of the Directors other than the Director who is the subject of such resolution<br>shall be as valid and effectual as if it had been passed at a meeting of the Directors, or committee of Directors as the case may be,<br>duly convened and held.
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31.5	A Director may, or other Officer on the direction of a Director shall,<br>call a meeting of the Directors by at least two days’ notice in writing to every Director which notice shall set forth the general nature<br>of the business to be considered unless notice is waived by all the Directors either at, before or after the meeting is held. To any such<br>notice of a meeting of the Directors all the provisions of the Articles relating to the giving of notices by the Company to the Members<br>shall apply mutatis mutandis.
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31.6	The continuing Directors (or a sole continuing Director, as the case<br>may be) may act notwithstanding any vacancy in their body, but if and so long as their number is reduced below the number fixed by or<br>pursuant to the Articles as the necessary quorum of Directors the continuing Directors or Director may act for the purpose of increasing<br>the number of Directors to be equal to such fixed number, or of summoning a general meeting of the Company, but for no other purpose.
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31.7	The Directors may elect a chairman of their board and determine the<br>period for which he is to hold office; but if no such chairman is elected, or if at any meeting the chairman is not present within five<br>minutes after the time appointed for the meeting to commence, the Directors present may choose one of their number to be chairman of the<br>meeting.
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31.8	All acts done by any meeting of the Directors or of a committee of the<br>Directors shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any Director, and/or<br>that they or any of them were disqualified, and/or had vacated their office and/or were not entitled to vote, be as valid as if every<br>such person had been duly appointed and/or not disqualified to be a Director and/or had not vacated their office and/or had been entitled<br>to vote, as the case may be.
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31.9	A Director may be represented at any meetings of the board of Directors<br>by a proxy appointed in writing by him. The proxy shall count towards the quorum and the vote of the proxy shall for all purposes be deemed<br>to be that of the appointing Director.
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32.	PRESUMPTION OF ASSENT
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A Director who is present at a meeting of the board of Directors at which action on any Company matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent from such action with the person acting as the chairman or secretary of the meeting before the adjournment thereof or shall forward such dissent by registered post to such person immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favour of such action.

33.	DIRECTORS’ INTERESTS
33.1	A Director may hold any other office or place of profit under the Company<br>(other than the office of Auditor) in conjunction with his office of Director for such period and on such terms as to remuneration and<br>otherwise as the Directors may determine.
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33.2	A Director may act by himself or by, through or on behalf of his firm<br>in a professional capacity for the Company and he or his firm shall be entitled to remuneration for professional services as if he were<br>not a Director.
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33.3	A Director may be or become a director or other officer of or otherwise<br>interested in any company promoted by the Company or in which the Company may be interested as a shareholder, a contracting party or otherwise,<br>and no such Director shall be accountable to the Company for any remuneration or other benefits received by him as a director or officer<br>of, or from his interest in, such other company.
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33.4	No person shall be disqualified from the office of Director or prevented<br>by such office from contracting with the Company, either as vendor, purchaser or otherwise, nor shall any such contract or any contract<br>or transaction entered into by or on behalf of the Company in which any Director shall be in any way interested be or be liable to be<br>avoided, nor shall any Director so contracting or being so interested be liable to account to the Company for any profit realised by or<br>arising in connection with any such contract or transaction by reason of such Director holding office or of the fiduciary relationship<br>thereby established. A Director shall be at liberty to vote in respect of any contract or transaction in which he is interested provided<br>that the nature of the interest of any Director in any such contract or transaction shall be disclosed by him at or prior to its consideration<br>and any vote thereon.
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33.5	A general notice that a Director is a shareholder, director, officer<br>or employee of any specified firm or company and is to be regarded as interested in any transaction with such firm or company shall be<br>sufficient disclosure for the purposes of voting on a resolution in respect of a contract or transaction in which he has an interest,<br>and after such general notice it shall not be necessary to give special notice relating to any particular transaction.
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34.	MINUTES
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The Directors shall cause minutes to be made in books kept for the purpose of recording all appointments of Officers made by the Directors, all proceedings at meetings of the Company or the holders of any class of Shares and of the Directors, and of committees of the Directors, including the names of the Directors present at each meeting.

35.	DELEGATION OF DIRECTORS’ POWERS
35.1	The Directors may delegate any of their powers, authorities and discretions,<br>including the power to sub-delegate, to any committee consisting of one or more Directors (including, without limitation, the Audit Committee,<br>the Compensation Committee and the Nominating Committee). Any such delegation may be made subject to any conditions the Directors may<br>impose and either collaterally with or to the exclusion of their own powers and any such delegation may be revoked or altered by the Directors.<br>Subject to any such conditions, the proceedings of a committee of Directors shall be governed by the Articles regulating the proceedings<br>of Directors, so far as they are capable of applying.
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35.2	The Directors may establish any committees, local boards or agencies<br>or appoint any person to be a manager or agent for managing the affairs of the Company and may appoint any person to be a member of such<br>committees, local boards or agencies. Any such appointment may be made subject to any conditions the Directors may impose, and either<br>collaterally with or to the exclusion of their own powers and any such appointment may be revoked or altered by the Directors. Subject<br>to any such conditions, the proceedings of any such committee, local board or agency shall be governed by the Articles regulating the<br>proceedings of Directors, so far as they are capable of applying.
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35.3	The Directors may adopt formal written charters for committees and,<br>if so adopted, shall review and assess the adequacy of such formal written charters on an annual basis. Each of these committees shall<br>be empowered to do all things necessary to exercise the rights of such committee set forth in the Articles and shall have such powers<br>as the Directors may delegate pursuant to the Articles and as required by the rules and regulations of the Designated Stock Exchange,<br>the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law. Each of the<br>Audit Committee, the Compensation Committee and the Nominating Committee, if established, shall consist of such number of Directors as<br>the Directors shall from time to time determine (or such minimum number as may be required from time to time by the rules and regulations<br>of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise<br>under Applicable Law). For so long as any class of Shares is listed on the Designated Stock Exchange, the Audit Committee, the Compensation<br>Committee and the Nominating Committee shall be made up of such number of Independent Directors as is required from time to time by the<br>rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority<br>or otherwise under Applicable Law.
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35.4	The Directors may by power of attorney or otherwise appoint any person<br>to be the agent of the Company on such conditions as the Directors may determine, provided that the delegation is not to the exclusion<br>of their own powers and may be revoked by the Directors at any time.
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35.5	The Directors may by power of attorney or otherwise appoint any company,<br>firm, person or body of persons, whether nominated directly or indirectly by the Directors, to be the attorney or authorised signatory<br>of the Company for such purpose and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the<br>Directors under the Articles) and for such period and subject to such conditions as they may think fit, and any such powers of attorney<br>or other appointment may contain such provisions for the protection and convenience of persons dealing with any such attorneys or authorised<br>signatories as the Directors may think fit and may also authorise any such attorney or authorised signatory to delegate all or any of<br>the powers, authorities and discretions vested in him.
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35.6	The Directors may appoint such Officers as they consider necessary on<br>such terms, at such remuneration and to perform such duties, and subject to such provisions as to disqualification and removal as the<br>Directors may think fit. Unless otherwise specified in the terms of his appointment an Officer may be removed by resolution of the Directors<br>or Members. An Officer may vacate his office at any time if he gives notice in writing to the Company that he resigns his office.
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36.	NO MINIMUM SHAREHOLDING
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The Company in general meeting may fix a minimum shareholding required to be held by a Director, but unless and until such a shareholding qualification is fixed a Director is not required to hold Shares.

37.	REMUNERATION OF DIRECTORS
37.1	The remuneration to be paid to the Directors, if any, shall be such<br>remuneration as the Directors shall determine, provided that no cash remuneration shall be paid to any Director by the Company prior to<br>the consummation of a Business Combination. The Directors shall also, whether prior to or after the consummation of a Business Combination,<br>be entitled to be paid all travelling, hotel and other expenses properly incurred by them in connection with their attendance at meetings<br>of Directors or committees of Directors, or general meetings of the Company, or separate meetings of the holders of any class of Shares<br>or debentures of the Company, or otherwise in connection with the business of the Company or the discharge of their duties as a Director,<br>or to receive a fixed allowance in respect thereof as may be determined by the Directors, or a combination partly of one such method and<br>partly the other.
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37.2	The Directors may by resolution approve additional remuneration to any<br>Director for any services which in the opinion of the Directors go beyond his ordinary routine work as a Director. Any fees paid to a<br>Director who is also counsel, attorney or solicitor to the Company, or otherwise serves it in a professional capacity shall be in addition<br>to his remuneration as a Director.
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38.	SEAL
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38.1	The Company may, if the Directors so determine, have a Seal. The Seal<br>shall only be used by the authority of the Directors or of a committee of the Directors authorised by the Directors. Every instrument<br>to which the Seal has been affixed shall be signed by at least one person who shall be either a Director or some Officer or other person<br>appointed by the Directors for the purpose.
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38.2	The Company may have for use in any place or places outside the Cayman<br>Islands a duplicate Seal or Seals each of which shall be a facsimile of the common Seal of the Company and, if the Directors so determine,<br>with the addition on its face of the name of every place where it is to be used.
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38.3	A Director or Officer, representative or attorney of the Company may<br>without further authority of the Directors affix the Seal over his signature alone to any document of the Company required to be authenticated<br>by him under seal or to be filed with the Registrar of Companies in the Cayman Islands or elsewhere wheresoever.
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39.	DIVIDENDS, DISTRIBUTIONS AND RESERVES
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39.1	Subject to the Statute and this Article and except as otherwise provided<br>by the rights attached to any Shares, the Directors may resolve to pay Dividends and other distributions on Shares in issue and authorise<br>payment of the Dividends or other distributions out of the funds of the Company lawfully available therefor. A Dividend shall be deemed<br>to be an interim Dividend unless the terms of the resolution pursuant to which the Directors resolve to pay such Dividend specifically<br>state that such Dividend shall be a final Dividend. No Dividend or other distribution shall be paid except out of the realised or unrealised<br>profits of the Company, out of the share premium account or as otherwise permitted by law.
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39.2	Except as otherwise provided by the rights attached to any Shares, all<br>Dividends and other distributions shall be paid according to the par value of the Shares that a Member holds. If any Share is issued on<br>terms providing that it shall rank for Dividend as from a particular date, that Share shall rank for Dividend accordingly.
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39.3	The Directors may deduct from any Dividend or other distribution payable<br>to any Member all sums of money (if any) then payable by him to the Company on account of calls or otherwise.
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39.4	The Directors may resolve that any Dividend or other distribution be<br>paid wholly or partly by the distribution of specific assets and in particular (but without limitation) by the distribution of shares,<br>debentures, or securities of any other company or in any one or more of such ways and where any difficulty arises in regard to such distribution,<br>the Directors may settle the same as they think expedient and in particular may issue fractional Shares and may fix the value for distribution<br>of such specific assets or any part thereof and may determine that cash payments shall be made to any Members upon the basis of the value<br>so fixed in order to adjust the rights of all Members and may vest any such specific assets in trustees in such manner as may seem expedient<br>to the Directors.
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39.5	Except as otherwise provided by the rights attached to any Shares, Dividends<br>and other distributions may be paid in any currency. The Directors may determine the basis of conversion for any currency conversions<br>that may be required and how any costs involved are to be met.
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39.6	The Directors may, before resolving to pay any Dividend or other distribution,<br>set aside such sums as they think proper as a reserve or reserves which shall, at the discretion of the Directors, be applicable for any<br>purpose of the Company and pending such application may, at the discretion of the Directors, be employed in the business of the Company.
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39.7	Any Dividend, other distribution, interest or other monies payable in<br>cash in respect of Shares may be paid by wire transfer to the holder or by cheque or warrant sent through the post directed to the registered<br>address of the holder or, in the case of joint holders, to the registered address of the holder who is first named on the Register of<br>Members or to such person and to such address as such holder or joint holders may in writing direct. Every such cheque or warrant shall<br>be made payable to the order of the person to whom it is sent. Any one of two or more joint holders may give effectual receipts for any<br>Dividends, other distributions, bonuses, or other monies payable in respect of the Share held by them as joint holders.
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39.8	No Dividend or other distribution shall bear interest against the Company.
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39.9	Any Dividend or other distribution which cannot be paid to a Member<br>and/or which remains unclaimed after six months from the date on which such Dividend or other distribution becomes payable may, in the<br>discretion of the Directors, be paid into a separate account in the Company’s name, provided that the Company shall not be constituted<br>as a trustee in respect of that account and the Dividend or other distribution shall remain as a debt due to the Member. Any Dividend<br>or other distribution which remains unclaimed after a period of six years from the date on which such Dividend or other distribution becomes<br>payable shall be forfeited and shall revert to the Company.
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40.	CAPITALISATION
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The Directors may at any time capitalise any sum standing to the credit of any of the Company’s reserve accounts or funds (including the share premium account and capital redemption reserve fund) or any sum standing to the credit of the profit and loss account or otherwise available for distribution; appropriate such sum to Members in the proportions in which such sum would have been divisible amongst such Members had the same been a distribution of profits by way of Dividend or other distribution; and apply such sum on their behalf in paying up in full unissued Shares for allotment and distribution credited as fully paid-up to and amongst them in the proportion aforesaid. In such event the Directors shall do all acts and things required to give effect to such capitalisation, with full power given to the Directors to make such provisions as they think fit in the case of Shares becoming distributable in fractions (including provisions whereby the benefit of fractional entitlements accrue to the Company rather than to the Members concerned). The Directors may authorise any person to enter on behalf of all of the Members interested into an agreement with the Company providing for such capitalisation and matters incidental or relating thereto and any agreement made under such authority shall be effective and binding on all such Members and the Company.

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41.	BOOKS OF ACCOUNT
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41.1	The Directors shall cause proper books of account (including, where<br>applicable, material underlying documentation including contracts and invoices) to be kept with respect to all sums of money received<br>and expended by the Company and the matters in respect of which the receipt or expenditure takes place, all sales and purchases of goods<br>by the Company and the assets and liabilities of the Company. Such books of account must be retained for a minimum period of five years<br>from the date on which they are prepared. Proper books shall not be deemed to be kept if there are not kept such books of account as are<br>necessary to give a true and fair view of the state of the Company’s affairs and to explain its transactions.
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41.2	The Directors shall determine whether and to what extent and at what<br>times and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection<br>of Members not being Directors and no Member (not being a Director) shall have any right of inspecting any account or book or document<br>of the Company except as conferred by Statute or authorised by the Directors or by the Company in general meeting.
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41.3	The Directors may cause to be prepared and to be laid before the Company<br>in general meeting profit and loss accounts, balance sheets, group accounts (if any) and such other reports and accounts as may be required<br>by law.
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42.	AUDIT
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42.1	The Directors may appoint an Auditor of the Company who shall hold office<br>on such terms as the Directors determine.
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42.2	Without prejudice to the freedom of the Directors to establish any other<br>committee, if the Shares (or depositary receipts therefor) are listed or quoted on the Designated Stock Exchange, and if required by the<br>rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority<br>or otherwise under Applicable Law, the Directors shall establish and maintain an Audit Committee as a committee of the Directors and shall<br>adopt a formal written Audit Committee charter and review and assess the adequacy of the formal written charter on an annual basis. The<br>composition and responsibilities of the Audit Committee shall comply with the rules and regulations of the Designated Stock Exchange,<br>the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law.
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42.3	If the Shares (or depositary receipts therefor) are listed or quoted<br>on the Designated Stock Exchange, the Company shall conduct an appropriate review of all related party transactions on an ongoing basis<br>and shall utilise the Audit Committee for the review and approval of potential conflicts of interest.
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42.4	The remuneration of the Auditor shall be fixed by the Audit Committee<br>(if one exists).
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42.5	If the office of Auditor becomes vacant by resignation or death of the<br>Auditor, or by his becoming incapable of acting by reason of illness or other disability at a time when his services are required, the<br>Directors shall fill the vacancy and determine the remuneration of such Auditor.
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42.6	Every Auditor of the Company shall have a right of access at all times<br>to the books and accounts and vouchers of the Company and shall be entitled to require from the Directors and Officers such information<br>and explanation as may be necessary for the performance of the duties of the Auditor.
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42.7	Auditors shall, if so required by the Directors, make a report on the<br>accounts of the Company during their tenure of office at the next annual general meeting following their appointment in the case of a<br>company which is registered with the Registrar of Companies as an ordinary company, and at the next extraordinary general meeting following<br>their appointment in the case of a company which is registered with the Registrar of Companies as an exempted company, and at any other<br>time during their term of office, upon request of the Directors or any general meeting of the Members.
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43.	NOTICES
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43.1	Notices shall be in writing and may be given by the Company to any Member<br>either personally or by sending it by courier, post, cable, telex, fax or e-mail to him or to his address as shown in the Register of<br>Members (or where the notice is given by e-mail by sending it to the e-mail address provided by such Member). Notice may also be served<br>by Electronic Communication in accordance with the rules and regulations of the Designated Stock Exchange, the Securities and Exchange<br>Commission and/or any other competent regulatory authority or by placing it on the Company’s Website.
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43.2	Where a notice is sent by:
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(a)	courier; service of the notice shall be deemed to be effected by delivery<br>of the notice to a courier company, and shall be deemed to have been received on the third day (not including Saturdays or Sundays or<br>public holidays) following the day on which the notice was delivered to the courier;
---	---
(b)	post; service of the notice shall be deemed to be effected by properly<br>addressing, pre paying and posting a letter containing the notice, and shall be deemed to have been received on the fifth day (not including<br>Saturdays or Sundays or public holidays in the Cayman Islands) following the day on which the notice was posted;
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33
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(c)	cable, telex or fax; service of the notice shall be deemed to be effected<br>by properly addressing and sending such notice and shall be deemed to have been received on the same day that it was transmitted;
---	---
(d)	e-mail or other Electronic Communication; service of the notice shall<br>be deemed to be effected by transmitting the e-mail to the e-mail address provided by the intended recipient and shall be deemed to have<br>been received on the same day that it was sent, and it shall not be necessary for the receipt of the e-mail to be acknowledged by the<br>recipient; and
---	---
(e)	placing it on the Company’s Website; service of the notice shall<br>be deemed to have been effected one hour after the notice or document was placed on the Company’s Website.
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43.3	A notice may be given by the Company to the person or persons which<br>the Company has been advised are entitled to a Share or Shares in consequence of the death or bankruptcy of a Member in the same manner<br>as other notices which are required to be given under the Articles and shall be addressed to them by name, or by the title of representatives<br>of the deceased, or trustee of the bankrupt, or by any like description at the address supplied for that purpose by the persons claiming<br>to be so entitled, or at the option of the Company by giving the notice in any manner in which the same might have been given if the death<br>or bankruptcy had not occurred.
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43.4	Notice of every general meeting shall be given in any manner authorised<br>by the Articles to every holder of Shares carrying an entitlement to receive such notice on the record date for such meeting except that<br>in the case of joint holders the notice shall be sufficient if given to the joint holder first named in the Register of Members and every<br>person upon whom the ownership of a Share devolves by reason of his being a legal personal representative or a trustee in bankruptcy of<br>a Member where the Member but for his death or bankruptcy would be entitled to receive notice of the meeting, and no other person shall<br>be entitled to receive notices of general meetings.
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44.	WINDING UP
---	---
44.1	If the Company shall be wound up, the liquidator shall apply the assets<br>of the Company in satisfaction of creditors’ claims in such manner and order as such liquidator thinks fit. Subject to the rights attaching<br>to any Shares, in a winding up:
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(a)	if the assets available for distribution amongst the Members shall be insufficient to repay the whole<br>of the Company’s issued share capital, such assets shall be distributed so that, as nearly as may be, the losses shall be borne by the<br>Members in proportion to the par value of the Shares held by them; or
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34
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(b)	if the assets available for distribution amongst the Members shall be more than sufficient to repay<br>the whole of the Company’s issued share capital at the commencement of the winding up, the surplus shall be distributed amongst the Members<br>in proportion to the par value of the Shares held by them at the commencement of the winding up subject to a deduction from those Shares<br>in respect of which there are monies due, of all monies payable to the Company for unpaid calls or otherwise.
---	---
44.2	If the Company shall be wound up the liquidator may, subject to the<br>rights attaching to any Shares and with the approval of a Special Resolution of the Company and any other approval required by the Statute,<br>divide amongst the Members in kind the whole or any part of the assets of the Company (whether such assets shall consist of property of<br>the same kind or not) and may for that purpose value any assets and determine how the division shall be carried out as between the Members<br>or different classes of Members. The liquidator may, with the like approval, vest the whole or any part of such assets in trustees upon<br>such trusts for the benefit of the Members as the liquidator, with the like approval, shall think fit, but so that no Member shall be<br>compelled to accept any asset upon which there is a liability.
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45.	INDEMNITY AND INSURANCE
---	---
45.1	Every Director and Officer (which for the avoidance of doubt, shall<br>not include auditors of the Company), together with every former Director and former Officer (each an “Indemnified Person”)<br>shall be indemnified out of the assets of the Company against any liability, action, proceeding, claim, demand, costs, damages or expenses,<br>including legal expenses, whatsoever which they or any of them may incur as a result of any act or failure to act in carrying out their<br>functions other than such liability (if any) that they may incur by reason of their own actual fraud, wilful neglect or wilful default.<br>No Indemnified Person shall be liable to the Company for any loss or damage incurred by the Company as a result (whether direct or indirect)<br>of the carrying out of their functions unless that liability arises through the actual fraud, wilful neglect or wilful default of such<br>Indemnified Person. No person shall be found to have committed actual fraud, wilful neglect or wilful default under this Article unless<br>or until a court of competent jurisdiction shall have made a finding to that effect.
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45.2	The Company shall advance to each Indemnified Person reasonable attorneys’<br>fees and other costs and expenses incurred in connection with the defence of any action, suit, proceeding or investigation involving such<br>Indemnified Person for which indemnity will or could be sought. In connection with any advance of any expenses hereunder, the Indemnified<br>Person shall execute an undertaking to repay the advanced amount to the Company if it shall be determined by final judgment or other final<br>adjudication that such Indemnified Person was not entitled to indemnification pursuant to this Article. If it shall be determined by a<br>final judgment or other final adjudication that such Indemnified Person was not entitled to indemnification with respect to such judgment,<br>costs or expenses, then such party shall not be indemnified with respect to such judgment, costs or expenses and any advancement shall<br>be returned to the Company (without interest) by the Indemnified Person.
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35
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45.3	The Directors, on behalf of the Company, may purchase and maintain insurance<br>for the benefit of any Director or Officer against any liability which, by virtue of any rule of law, would otherwise attach to such person<br>in respect of any negligence, default, breach of duty or breach of trust of which such person may be guilty in relation to the Company.
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46.	FINANCIAL YEAR
---	---

Unless the Directors otherwise prescribe, the financial year of the Company shall end on 31st December in each year and, following the year of incorporation, shall begin on 1st January in each year.

47.	TRANSFER BY WAY OF CONTINUATION

47.1

If the Company is exempted as defined in the Statute, it shall, subject to the provisions of the Statute and with the approval of a Special Resolution, have the power to register by way of continuation as a body corporate under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands. For the purposes of a Special Resolution to be passed pursuant to this Article, a holder of Class B Shares shall have the right to one vote for every Class B Share of which he is the holder and a holder of Class A Shares shall not have the right to vote in respect of any Class A Share of which he is the holder.

47.2	Prior to the closing a Business Combination, Article 47.1 may only be amended by a Special Resolution<br>which shall include the affirmative vote of a simple majority of the Class B Shares.
48.	MERGERS AND CONSOLIDATIONS
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The Company shall have the power to merge or consolidate with one or more other constituent companies (as defined in the Statute) upon such terms as the Directors may determine and (to the extent required by the Statute) with the approval of a Special Resolution.

49.	BUSINESS COMBINATION
49.1	Notwithstanding any other provision of the Articles, this Article shall<br>apply during the period commencing upon the adoption of the Articles and terminating upon the first to occur of the consummation of a<br>Business Combination and the full distribution of the Trust Account pursuant to this Article. In the event of a conflict between this<br>Article and any other Articles, the provisions of this Article shall prevail.
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49.2	Prior to the consummation of a Business Combination, the Company shall<br>either:
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(a)	submit such Business Combination to its Members for approval; or
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(b)	provide Members with the opportunity to have their Shares repurchased<br>by means of a tender offer for a per-Share repurchase price payable in cash, equal to the aggregate amount then on deposit in the Trust<br>Account, calculated as of two business days prior to the consummation of such Business Combination, including interest earned on the Trust<br>Account ((net of taxes paid or payable, if any), divided by the number of then issued Public Shares. Such obligation to repurchase Shares<br>is subject to the completion of the proposed Business Combination to which it relates.
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49.3	If the Company initiates any tender offer in accordance with Rule 13e-4<br>and Regulation 14E of the Exchange Act in connection with a proposed Business Combination, it shall file tender offer documents with the<br>Securities and Exchange Commission prior to completing such Business Combination which contain substantially the same financial and other<br>information about such Business Combination and the redemption rights as is required under Regulation 14A of the Exchange Act. If, alternatively,<br>the Company holds a general meeting to approve a proposed Business Combination, the Company will conduct any redemptions in conjunction<br>with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, and not pursuant to the tender offer rules, and file proxy materials<br>with the Securities and Exchange Commission.
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49.4	At a general meeting called for the purposes of approving a Business<br>Combination pursuant to this Article, in the event that such Business Combination is approved by Ordinary Resolution, the Company shall<br>be authorised to consummate such Business Combination.
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49.5	Any Member holding Public Shares<br>who is not the Sponsor, a Founder, Officer or Director may, at least two business days’ prior to any vote on a Business Combination,<br>elect to have their Public Shares redeemed for cash, in accordance with any applicable requirements provided for in the related proxy<br>materials (the “IPO Redemption”); provided that no such Member acting together with<br>any Affiliate of his or any other person with whom he is acting in concert or as a partnership, limited partnership, syndicate, or other<br>group for the purposes of acquiring, holding, or disposing of Shares may exercise this redemption right with respect to more than 15<br>per cent of the Public Shares in the aggregate without the prior consent of the Company and provided further that any beneficial holder<br>of Public Shares on whose behalf a redemption right is being exercised must identify itself to the Company in connection with any redemption<br>election in order to validly redeem such Public Shares. If so demanded, the Company shall pay any such redeeming Member, regardless of<br>whether he is voting for or against such proposed Business Combination, a per-Share redemption price payable in cash, equal to the aggregate<br>amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination,<br>including interest earned on the Trust Account (such interest shall be net of taxes payable) and not previously released to the Company<br>to pay its taxes, divided by the number of then issued Public Shares (such redemption price being referred to herein as the “Redemption<br>Price”), but only in the event that the applicable proposed Business Combination is approved<br>and consummated.
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37
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49.6	A Member may not withdraw a Redemption Notice once submitted to the<br>Company unless the Directors determine (in their sole discretion) to permit the withdrawal of such redemption request (which they may<br>do in whole or in part).
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49.7	In the event that the Company does not consummate a Business Combination<br>by 24 months from the consummation of the IPO, or such later time as the Members may approve in accordance with the Articles (the “Business<br>Combination Longstop Date”), the Company shall:
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(a)	cease all operations except for the purpose of winding up;
---	---
(b)	as promptly as reasonably possible but not more than ten business days<br>thereafter, redeem the Public Shares, at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust<br>Account, including interest earned on the funds held in the Trust Account and not previously released to the Company (less taxes payable<br>and up to US$100,000 of interest to pay dissolution expenses), divided by the number of then Public Shares in issue, which redemption<br>will completely extinguish public Members’ rights as Members (including the right to receive further liquidation distributions, if any);<br>and
---	---
(c)	as promptly as reasonably possible following such redemption, subject<br>to the approval of the Company’s remaining Members and the Directors, liquidate and dissolve,
---	---

subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and other requirements of Applicable Law.

49.8	In the event that any amendment is made to this Article:
(a)	to modify the substance or timing of the Company’s obligation to allow<br>redemption in connection with a Business Combination or redeem 100 per cent of the Public Shares if the Company does not consummate a<br>Business Combination on or before the Business Combination Longstop Date; or
---	---
38
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(b)	with respect to any other provision relating to Members’ rights<br>or pre-Business Combination activity,
---	---

each holder of Public Shares who is not the Sponsor, a Founder, Officer or Director shall be provided with the opportunity to redeem their Public Shares upon the approval or effectiveness 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 the Company to pay its taxes, divided by the number of then outstanding Public Shares.

49.9	A holder of Public Shares shall be entitled to receive distributions<br>from the Trust Account only in the event of an IPO Redemption, a repurchase of Shares by means of a tender offer pursuant to this Article,<br>or a distribution of the Trust Account pursuant to this Article. In no other circumstance shall a holder of Public Shares have any right<br>or interest of any kind in the Trust Account.
49.10	After the issue of Public Shares, and prior to the consummation of a<br>Business Combination, the Company shall not issue additional Shares or any other securities that would entitle the holders thereof to:
---	---
(a)	receive funds from the Trust Account; or
---	---
(b)	vote as a class with Public Shares on a Business Combination.
---	---
49.11	A Director may vote in respect of a Business Combination in which such<br>Director has a conflict of interest with respect to the evaluation of such Business Combination. Such Director must disclose such interest<br>or conflict to the other Directors.
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49.12	As long as the securities of the Company are listed on a Designated<br>Market, the Company must complete one or more Business Combinations having an aggregate fair market value of at least 80 per cent of the<br>assets held in the Trust Account (net of amounts previously disbursed to the Company’s management for taxes and excluding the amount of<br>deferred underwriting discounts held in the Trust Account) at the time of the Company’s signing a definitive agreement in connection with<br>a Business Combination. A Business Combination must not be effectuated with another blank cheque company or a similar company with nominal<br>operations.
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39
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49.13	The Company may enter into a Business Combination with a target business<br>that is Affiliated with the Sponsor, a Founder, a Director or an Officer. In the event the Company seeks to consummate a Business Combination<br>with a target that is Affiliated with the Sponsor, a Founder, a Director or an Officer, the Company, or a committee of Independent Directors,<br>will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valution opinions<br>that such a Business Combination is fair to the Company from a financial point of view.
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50.	BUSINESS OPPORTUNITIES
---	---
50.1	To the fullest extent permitted by Applicable Law, no individual serving<br>as a Director or an Officer (“Management”) shall have any duty, except and to the extent<br>expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of<br>business as the Company. To the fullest extent permitted by Applicable Law, the Company renounces any interest or expectancy of the Company<br>in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for<br>Management, on the one hand, and the Company, on the other. Except to the extent expressly assumed by contract, to the fullest extent<br>permitted by Applicable Law, Management shall have no duty to communicate or offer any such corporate opportunity to the Company and shall<br>not be liable to the Company or its Members for breach of any fiduciary duty as a Member, Director and/or Officer solely by reason of<br>the fact that such party pursues or acquires such corporate opportunity for itself, himself or herself, directs such corporate opportunity<br>to another person, or does not communicate information regarding such corporate opportunity to the Company.
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50.2	Except as provided elsewhere in this Article, the Company hereby renounces<br>any interest or expectancy of the Company in, or in being offered an opportunity to participate in, any potential transaction or matter<br>which may be a corporate opportunity for both the Company and Management, about which a Director and/or Officer who is also a member of<br>Management acquires knowledge.
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50.3	To the extent a court might hold that the conduct of any activity related<br>to a corporate opportunity that is renounced in this Article to be a breach of duty to the Company or its Members, the Company hereby<br>waives, to the fullest extent permitted by Applicable Law, any and all claims and causes of action that the Company may have for such<br>activities. To the fullest extent permitted by Applicable Law, the provisions of this Article apply equally to activities conducted in<br>the future and that have been conducted in the past.
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40
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Exhibit 4.5

DESCRIPTION OF THE REGISTRANT’S SECURITIESREGISTERED PURSUANT TO SECTION 12

OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

Upon consummation of the Initial Public Offering on September 26, 2025 of Emmis Acquisition Corp. (“we,” “our,” “us” or the “Company”), the Company’s Units were registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and listed on the Nasdaq Global Market (the “Nasdaq”) under the symbol “EMISU.” Following the separation of the Units, the Company’s Class A Ordinary Shares and share rights have been trading separately on the Nasdaq under the symbols “EMIS” and “EMISR,” respectively.

Pursuant to the Memorandum and Articles, we are authorized to issue 200,000,000 Class A Ordinary Shares, 20,000,000 Class B Ordinary Shares, and 1,000,000 undesignated preference shares, $0.0001 par value per share.

The following description summarizes the material terms of our securities and does not purport to be complete. It is subject to, and qualified in its entirety by reference to, the Memorandum and Articles, which is incorporated by reference as an exhibit to our Annual Report Form 10-K for the year ended December 31, 2025 (the “Report”) of which this Exhibit 4.5 is a part.

Defined terms used herein but not otherwise defined shall have the meaning ascribed to such terms in the Report.

Class A Ordinary Shares

Holders of Ordinary Shares of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Prior to the consummation of the Business Combination, only holders of Class B ordinary shares will be entitled to vote on (i) the appointment and removal of our directors or (ii) continuing the company in a jurisdiction outside the Cayman Islands (including any special resolution required to adopt new constitutional documents as a result of our approving a transfer by way of continuation to a jurisdiction outside the Cayman Islands). On any other matter submitted to a vote of our shareholders prior to or in connection with the completion of the Business Combination, holders of Class B ordinary shares and Class A ordinary shares will vote together as a single class, except as required by applicable law or stock exchange rule. The provisions of the Memorandum and Articles relating to these rights of the holders of Class B ordinary shares may only be amended if approved by at least 90% of the Ordinary Shares voting at a general meeting. Unless otherwise specified in the Memorandum and Articles, as specified above or as required by applicable law or stock exchange rules, the affirmative vote of a majority of the Ordinary Shares that are voted is required to approve any matter voted on by our shareholders. Approval of certain actions will require a special resolution under Cayman Islands law, being the affirmative vote of at least two-thirds of the Ordinary Shares who attend and vote at our general meeting, and pursuant to the Memorandum and Articles, such actions include amending the Memorandum and Articles (unless a different voting standard is specified therein) and approving a statutory merger or consolidation with another company.

We will provide the Public Shareholders with the opportunity, regardless of whether they abstain, vote for, or vote against the Business Combination, to redeem all or a portion of their Public Shares upon the completion of the Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes, divided by the number of then issued and outstanding Public Shares, subject to the limitations described herein. The redemption price is initially anticipated to be $10.15 per Public Share (inclusive of $0.15 per redeemed share to be funded pursuant to the Sponsor Note in the applicable Redemption Event).

If we seek shareholder approval of the Business Combination and we do not conduct repurchases in connection with the Business Combination pursuant to the tender offer rules, the Memorandum and Articles provides that 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 any Excess Shares. However, we would not be restricting the Public Shareholders’ ability to vote all of their Public Shares (including any Excess Shares) for or against the Business Combination. The Public Shareholders’ inability to redeem the Excess Shares will reduce their influence over our ability to complete the Business Combination, and such Public Shareholders could suffer a material loss in their investment if they sell such Excess Shares on the open market. Additionally, such Public Shareholders will not receive redemption distributions with respect to the Excess Shares if we complete the Business Combination. And, as a result, such Public Shareholders will continue to hold that number of Public Shares exceeding 15% and, in order to dispose such Public Shares would be required to sell their Public Shares in open market transactions, potentially at a loss.

In the event of a liquidation, dissolution or winding up of the company after the Business Combination, our shareholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of shares, if any, having preference over the Ordinary Shares. Our shareholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the Ordinary Shares, except that we will provide the Public Shareholders with the opportunity, regardless of whether they abstain, vote for, or vote against, the Business Combination, to redeem their Public Shares for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, upon the completion of the Business Combination, subject to the limitations described in the Report.

Exhibit 10.5

Exchange Listing, LLC

515 E Las Olas Blvd, Suite 120, Fort Lauderdale, Florida 33301

September 24, 2025

EMMIS ACQUISITION CORP.

515 E Las Olas Blvd, Suite 120,

Fort Lauderdale, Florida 33301

Re:	Administrative Services Agreement

Ladies and Gentlemen:

This Administrative Services Agreement (this “Agreement”) by and between Emmis Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Exchange Listing, LLC (the “Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement on Form S-1 to be filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”), the Provider shall make available, or shall cause to be made available, to the Company, at 515 E Las Olas Blvd, Suite 120, Fort Lauderdale, Florida 33301, United States of America (or any successor location or other existing office locations of the Provider or any of its affiliates), certain office space, administrative and support services as may be reasonably requested by the Company. In exchange therefor, the Company shall pay the Provider (or, at the request of the Provider, an affiliate of the Provider) the sum of $10,000 per month on the Listing Date and continuing monthly thereafter until the Termination Date.

The Provider hereby irrevocably waives any and all right, title, interest, causes of action and claims of any kind (each, a “Claim”) in or to, and any and all right to seek payment of any amounts due to it out of, the trust account established for the benefit of the public shareholders of the Company and into which substantially all of the proceeds of the Company’s initial public offering will be deposited (the “Trust Account”), and hereby irrevocably waives any Claim it may have in the future as a result of, or arising out of, this Agreement, which Claim would reduce, encumber or otherwise adversely affect the Trust Account or any monies or other assets in the Trust Account, and further agrees not to seek recourse, reimbursement, payment or satisfaction of any Claim against the Trust Account or any monies or other assets in the Trust Account for any reason whatsoever.

This Agreement constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby.

This Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by all parties hereto.

No party hereto may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other party. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee.

Any litigation between the parties (whether grounded in contract, tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of New York.

This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement.

[Signature page follows]

IN WITNESS WHEREOF, the parties have duly executed this Administrative Services Agreement as of the date first written above.

EMMIS ACQUISITION CORP.
By:	/s/ Peter Goldstein
	Name:	Peter Goldstein
	Title:	Chief Executive Officer

AGREED AND ACCEPTED BY:

EXCHANGE LISTING, LLC
By:	/s/ Peter Goldstein
	Name:	Peter Goldstein
	Title:	Chief Executive Officer

[Signature Page to Administrative Services Agreement]

Exhibit 14

CODEOF ETHICSofEMMIS ACQUISTION CORP.

Effective September 24, 2025

1.	Introduction

The Board of Directors (the “Board”) of Emmis Acquisition Corp., a Cayman Islands exempted company (the “Company”), has adopted this code of ethics (this “Code”), as may be amended from time to time by the Board and which is applicable to all of the Company’s directors, officers and employees (to the extent that employees are hired in the future) to:

●	promote honest and ethical<br>conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
●	promote the full, fair, accurate,<br>timely and understandable disclosure in reports and documents that the Company files with, or submits to, the Securities and Exchange<br>Commission (the “SEC”), as well as in other public communications made by or on behalf of the Company;
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●	promote compliance with applicable<br>governmental laws, rules and regulations;
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●	deter wrongdoing; and
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●	require prompt internal reporting<br>of breaches of, and accountability for adherence to, this Code.
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This Code may be amended and modified by the Board. In this Code, references to the “Company” mean Emmis Acquisition Corp. and, in appropriate context, the Company’s subsidiaries, if any.

2.	Honest, Ethical and Fair Conduct

Each person owes a duty to the Company to act with integrity. Integrity requires, among other things, being honest, fair and candid. Deceit, dishonesty and subordination of principle are inconsistent with integrity. Service to the Company should never be subordinated to personal gain and advantage.

Each person must:

●	act with integrity, including<br>being honest and candid while still maintaining the confidentiality of the Company’s information where required or when in the<br>Company’s interests;
●	observe all applicable governmental<br>laws, rules and regulations;
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●	comply with the requirements<br>of applicable accounting and auditing standards, as well as Company policies, in order to maintain a high standard of accuracy and completeness<br>in the Company’s financial records and other business-related information and data;
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●	adhere to a high standard of<br>business ethics and not seek competitive advantage through unlawful or unethical business practices;
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●	deal fairly with the Company’s<br>customers, suppliers, competitors and employees;
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●	refrain from taking advantage<br>of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair-dealing<br>practice;
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●	protect the assets of the Company<br>and ensure their proper use;
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●	Subject to, and except as permitted<br>by, the Company’s amended and restated memorandum and articles of association, as it may be amended from time to time, not (i)<br>take for themselves corporate or business opportunities that are discovered through the use of corporate property, information or position,<br>(ii) use corporate property, information or position for personal gain and (iii) compete with the Company; and
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●	Avoid conflicts of interest,<br>wherever possible, except as may be allowed under guidelines or resolutions approved by the Board (or the appropriate committee of the<br>Board) or as disclosed in the Company’s public filings with the SEC. Anything that would be a conflict for a person subject to<br>this Code also will be a conflict for a member of his or her immediate family or any other close relative. Examples of conflict of interest<br>situations include, but are not limited to, the following:
---	---
●	any significant ownership interest<br>in any supplier or customer;
---	---
●	any consulting or employment<br>relationship with any supplier or customer;
---	---
●	the receipt of any money, non-nominal<br>gifts or excessive entertainment from any entity with which the Company has current or prospective business dealings;
---	---
●	selling anything to the Company<br>or buying anything from the Company, except on the same terms and conditions as comparable officers or directors are permitted to so<br>purchase or sell;
---	---
●	any other financial transaction,<br>arrangement or relationship (including any indebtedness or guarantee of indebtedness) involving the Company; and
---	---
●	any other circumstance, event,<br>relationship or situation in which the personal interest of a person subject to this Code interferes - or even appears to interfere -<br>with the interests of the Company as a whole.
---	---
3.	Disclosure
---	---

The Company strives to ensure that the contents of and the disclosures in the reports and documents that the Company files with the SEC and other public communications shall be full, fair, accurate, timely and understandable in accordance with applicable disclosure standards, including standards of materiality, where appropriate. Each person must:

●	not knowingly misrepresent,<br>or cause others to misrepresent, facts about the Company to others, whether within or outside the Company, including to the Company’s<br>independent registered public accountants, governmental regulators, self-regulating organizations and other governmental officials, as<br>appropriate; and
●	in relation to his or her area<br>of responsibility, properly review and critically analyze proposed disclosure for accuracy and completeness.
---	---

In addition to the foregoing, the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) of the Company and each subsidiary of the Company (or persons performing similar functions), and each other person that typically is involved in the financial reporting of the Company must familiarize himself or herself with the disclosure requirements applicable to the Company as well as the business and financial operations of the Company.

Each person must promptly bring to the attention of the Chairman of the Board any information he or she may have concerning (a) significant deficiencies in the design or operation of internal and/or disclosure controls that could adversely affect the Company’s ability to record, process, summarize and report financial data or (b) any fraud that involves management or other employees who have a significant role in the Company’s financial reporting, disclosures or internal controls.

4.	Compliance

It is the Company’s obligation and policy to comply with all applicable governmental laws, rules and regulations. All directors, officers and employees of the Company are expected to understand, respect and comply with all of the laws, regulations, policies and procedures that apply to them in their positions with the Company. Employees are responsible for talking to their supervisors to determine which laws, regulations and Company policies apply to their position and what training is necessary to understand and comply with them.

Directors, officers and employees are directed to specific policies and procedures available to persons they supervise.

5.	Reporting and Accountability

The Board is responsible for applying this Code to specific situations in which questions are presented to it and has the authority to interpret this Code in any particular situation. Any person who becomes aware of any existing or potential breach of this Code is required to notify the Chairman of the Board promptly. Failure to do so is, in and of itself, a breach of this Code.

Specifically, each person must:

●	Notify the Chairman of the<br>Board promptly of any existing or potential violation of this Code.
●	Not retaliate against any other<br>person for reports of potential violations that are made in good faith.
---	---

The Company will follow the following procedures in investigating and enforcing this Code and in reporting on the Code:

●

The Board will take all appropriate action to investigate any breaches reported to it.

●

Upon determination by the Board that a breach has occurred, the Board (by majority decision) will take or authorize such disciplinary or preventive action as it deems appropriate, after consultation with the Company’s internal or external legal counsel, up to and including dismissal or, in the event of criminal or other serious violations of law, notification of the SEC or other appropriate law enforcement authorities.

---

No person following the above procedure shall, as a result of following such procedure, be subject by the Company or any officer or employee thereof to discharge, demotion suspension, threat, harassment or in any manner, discrimination against such person in terms and conditions of employment.

6.	Waivers and Amendments

Any waiver (defined below) or an implicit waiver (defined below) from a provision of this Code for the principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions or any amendment (as defined below) to this Code is required to be disclosed in a Current Report on Form 8- K filed with the SEC. In lieu of filing a Current Report on Form 8-K to report any such waivers or amendments, the Company may provide such information on a website, in the event that it establishes one in the future, and if it keeps such information on the website for at least 12 months and discloses the website address as well as any intention to provide such disclosures in this manner in its most recently filed Annual Report on Form 10-K.

A “waiver” means the approval by the Board of a material departure from a provision of the Code. An “implicit waiver” means the Company’s failure to take action within a reasonable period of time regarding a material departure from a provision of the Code that has been made known to an executive officer of the Company. An “amendment” means any amendment to this Code other than minor technical, administrative or other non-substantive amendments hereto.

All persons should note that it is not the Company’s intention to grant or to permit waivers from the requirements of this Code. The Company expects full compliance with this Code.

7.	Insider Information and SecuritiesTrading

The Company’s directors, officers or employees who have access to material, non-public information are not permitted to use that information for securities trading purposes or for any purpose unrelated to the Company’s business. It is also against the law to trade or to “tip” others who might make an investment decision based on inside company information. For example, using non-public information to buy or sell the Company securities, options in the Company shares or the shares of any Company supplier, customer or competitor is prohibited. The consequences of insider trading violations can be severe. These rules also apply to the use of material, nonpublic information about other companies (including, for example, the Company’s customers, competitors and potential business partners). In addition to directors, officers or employees, these rules apply to such person’s spouse, children, parents and siblings, as well as any other family members living in such person’s home.

8.	Financial Statements and OtherRecords

All of the Company’s books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect the Company’s transactions and must both conform to applicable legal requirements and to the Company’s system of internal controls. Unrecorded or “off the books” funds or assets should not be maintained unless permitted by applicable law or regulation.

Records should always be retained or destroyed according to the Company’s record retention policies. In accordance with those policies, in the event of litigation or governmental investigation, please consult the Board or the Company’s internal or external legal counsel.

9.	Improper Influence on Conductof Audits

No director or officer, or any other person acting under the direction thereof, shall directly or indirectly take any action to coerce, manipulate, mislead or fraudulently influence any public or certified public accountant engaged in the performance of an audit or review of the financial statements of the Company or take any action that such person knows or should know that if successful could result in rendering the Company’s financial statements materially misleading. Any person who believes such improper influence is being exerted should report such action to such person’s supervisor, or if that is impractical under the circumstances, to any of the Company’s directors.

Types of conduct that could constitute improper influence include, but are not limited to, directly or indirectly:

●	Offering or paying bribes or<br>other financial incentives, including future employment or contracts for non-audit services;
●	Providing an auditor with an<br>inaccurate or misleading legal analysis;
---	---
●	Threatening to cancel or canceling<br>existing non-audit or audit engagements if the auditor objects to the Company’s accounting;
---	---
●	Seeking to have a partner removed<br>from the audit engagement because the partner objects to the Company’s accounting;
---	---
●	Blackmailing; and
---	---
●	Making physical threats.
10.	Anti-Corruption Laws
---	---

The Company complies with the anti-corruption laws of the countries in which it does business, including the U.S. Foreign Corrupt Practices Act (“FCPA”). Directors, officers and employees will not directly or indirectly give anything of value to government officials, including employees of state-owned enterprises or foreign political candidates. These requirements apply both to Company employees and agents, such as third party sales representatives, no matter where they are doing business. If you are authorized to engage agents, you are responsible for ensuring they are reputable and for obtaining a written agreement to uphold the Company’s standards in this area.

11.	Violations

Violation of this Code is grounds for disciplinary action up to and including termination of employment. Such action is in addition to any civil or criminal liability which might be imposed by any court or regulatory agency.

12.	Other Policies and Procedures

Any other policy or procedure set out by the Company in writing or made generally known to employees, officers or directors of the Company prior to the date hereof or hereafter are separate requirements and remain in full force and effect.

13.	Inquiries

All inquiries and questions in relation to this Code or its applicability to particular people or situations should be addressed to the Company’s Secretary, or such other compliance officer as shall be designated from time to time by the Company.

PROVISIONS FORCHIEF EXECUTIVE OFFICER AND SENIOR FINANCIAL OFFICERS

The CEO and all senior financial officers, including the CFO and principal accounting officer, are bound by the provisions set forth therein relating to ethical conduct, conflicts of interest, and compliance with law. In addition to the Code, the CEO and senior financial officers are subject to the following additional specific policies:

Act with honesty and integrity, avoiding actual or apparent conflicts between personal, private interests and the interests of the Company, including receiving improper personal benefits as a result of his or her position.
Disclose to the CEO and the Board any material transaction or relationship that reasonably could be expected to give rise to a conflict of interest.
Perform responsibilities with a view to causing periodic reports and documents filed with or submitted to the SEC and all other public communications made by the Company to contain information that is accurate, complete, fair, objective, relevant, timely and understandable, including full review of all annual and quarterly reports.
Comply with laws applicable to the Company, including but not limited to rules and regulations of U.S. federal, state and other local governments and with the rules and regulations of private and public regulatory agencies having jurisdiction over the Company.
Act in good faith, responsibly, with due care, competence and diligence, without misrepresenting or omitting material facts or allowing independent judgment to be compromised or subordinated.
Respect the confidentiality of information acquired in the course of performance of his or her responsibilities except when authorized or otherwise legally obligated to disclose any such information; not use confidential information acquired in the course of performing his or her responsibilities for personal advantage.
Share knowledge and maintain skills important and relevant to the needs of the Company, its shareholders and other constituencies and the general public.
Proactively promote ethical behavior among subordinates and peers in his or her work environment and community.
Use and control all corporate assets and resources employed by or entrusted to him or her in a responsible manner.
Not use corporate information, corporate assets, corporate opportunities or his or her position with the Company for personal gain; not compete directly or indirectly with the Company.
Comply in all respects with this Code.
Advance the Company’s legitimate interests when the opportunity arises.

6

The Board will investigate any reported violations and will oversee an appropriate response, including corrective action and preventative measures. Any officer who violates this Code will face appropriate, case specific disciplinary action, which may include demotion or discharge.

Any request for a waiver of any provision of this Code must be in writing and addressed to the Chairman of the Board. Any waiver of this Code will be disclosed as provided in Section 6 of this Code.

It is the policy of the Company that each officer covered by this Code shall acknowledge and certify to the foregoing annually and file a copy of such certification with the Chairman of the Board.

OFFICER’S CERTIFICATION

I have read and understand the foregoing Code. I hereby certify that I am in compliance with the foregoing Code and I will comply with the Code in the future. I understand that any violation of the Code will subject me to appropriate disciplinary action, which may include demotion or discharge.

Dated:
Name:
Title:

Exhibit 19.1

EMMISACQUISITION CORP.

INSIDER TRADING POLICY

(ADOPTED EFFECTIVE AS OF March 26,2026)

The following is the Insider Trading Policy (this “Policy”) of Emmis Acquisition Corp., a Cayman Islands exempted company, and its subsidiaries (collectively, the “Company”). This Policy covers all Company personnel, which includes (1) employees, (2) members of the Board of Directors (the “Board”), and (3) consultants or independent contractors whose business relationship with the Company provides access to Material Nonpublic information regarding the Company (collectively for individuals in (3), “Representatives” or individually in (3), a “Representative”). This Policy also applies to any family member who lives in the same household of a person covered by this Policy, and also applies to trusts, investment funds or other entities in which such persons have a beneficial interest or over which such persons have the power to dispose or direct the disposition of securities held by the entity. Definitions of the capitalized terms in this Policy are provided in Section VII.

I.	Reasons for this Policy

Individuals found to have violated insider trading laws face civil penalties of up to three times the profit gained or loss avoided by reason of their violation. A criminal fine of up to $5 million and a term of up to 20 years in jail may be imposed in the event of a willful violation. The Company and its officers and members of the Board could also face significant penalties for failing to take steps to prevent violations by Company personnel.

In addition, violations of insider trading laws can result in significant expense to the Company in connection with investigations by regulators or criminal authorities, and can cause the public and the securities markets to lose confidence in the Company and its securities. This could substantially harm the Company and its stockholders.

II.	Prohibited Insider Trading and Disclosure of Material Nonpublic Information

All employees, members of the Board and Representatives of the Company are prohibited from buying or selling any Security of any entity while in possession of Material Nonpublic information about the entity that has been obtained by reason of the person’s employment by, or association with, the Company, regardless of whether the trading window is open or closed (“Insider Trading”).

In addition, all employees, members of the Board and Representatives of the Company are prohibited from disclosing Material Nonpublic information about an entity that has been obtained by reason of the person’s employment by, or association with, the Company to other persons, including colleagues within the Company, friends and family. This prohibition also includes making recommendations or expressing opinions as to trading in any entity on the basis of such Material Nonpublic information. However, Material Nonpublic information may be disclosed to certain persons for the express purpose of performing an authorized act or service necessary to the Company in accordance with the Company’s policies, such as to colleagues within the Company whose jobs require them to have such information and accountants, attorneys and other persons who hold a duty of trust and confidence with the Company.

The entity referred to in this section may be the Company or any other entity with which the Company does business or is involved in a business relationship, such as a customer, supplier, strategic partner or potential merger partner.

III.	Specific Procedures Applicable to All Personnel

The following procedures are also considered part of this Policy and your compliance with them is required.

All employees, members of the Board and Representatives are prohibited from providing Material Nonpublic information to or assisting so-called “expert networks,” Market Professionals or other similar entities to obtain Material Nonpublic information regarding the Company and/or the Company’s customers, suppliers, strategic partners or others with whom the Company has a business relationship in order to trade in such entity’s securities or provide information to other third parties who trade in such entity’s securities. However, authorized disclosure of Material Nonpublic information to Market Professionals pursuant to the Company’s corporate disclosure policies will not be in violation of this Section III.1.
In addition to the general prohibition on Insider Trading set forth in this Policy, you must observe the following “Blackout Period”:

(a) No employee, member of the Board or Representative may engage in a transaction (purchase or sale) in Company securities from the 10^th^day of the second calendar month of each fiscal quarter through the close of business on the first full trading day after the Company’s financial results for such quarter are subject to Public Disclosure. For example, if the Company announces financial results before the markets open on Thursday morning, the Blackout Period will end, and trading may commence, when the markets open on Friday morning.

If you are a Section 16 Officer, a member of the Board or a Key Employee (as such may be designated in writing by the Chief Compliance Officer from time to time and which designation shall continue until terminated in writing by the Chief Compliance Officer) (such a designated person, a “KeyEmployee”), you must inform and receive approval from the Chief Compliance Officer (or if not available, the Chief Executive Officer or Chief Financial Officer) two business days before the trade date (or such shorter period as is approved by the Chief Legal Officer, as evidenced by his or her approval of the trade in question) whenever you intend to execute a trade in Company securities, including entering into, modifying or terminating a Qualified Selling Plan and the placing of limit orders. At the time of executing a trade in Company securities, you will be responsible for determining that you are not in possession of, and do not have access to, Material Nonpublic information, and for verifying that the Company has not imposed any restrictions on your ability to engage in trades. Generally, approval to execute such a trade will be granted subject to a specified time limit within which the trade must be executed. If no time limit is specified, then the approval will expire at the close of The Nasdaq Global Market (or such other exchange or over-the-counter market on which the Company’s securities are then principally traded) on the last trading day of the week in which approval was given.
No employee, member of the Board or Representative may engage in Company securities transactions of a speculative nature at any time, including, but not limited to, put options, margining Company securities, or otherwise pledging Company securities as collateral or entering into any other hedging transactions. You are also prohibited at all times from short-selling Company common stock or engaging in transactions involving Company-based Derivative Securities. This prohibition includes, but is not limited to, trading in Company-based put or call option contracts, transacting in straddles, and the like. However, as indicated below, you are not prohibited from receiving and exercising options, restricted stock units, stock appreciation rights or other Derivative Securities granted under the Company’s employee stock option or equity incentive plans (provided that any open-market purchase or sale effected in connection with such exercise or other transaction remains subject to this Policy).
Each of the Chief Financial Officer, Chief Compliance Officer and Chief Executive Officer of the Company have the authority to impose additional restrictions on trading in Company securities at any time. In such event, the person imposing the additional restrictions will notify the affected individuals of the additional restrictions personally or by e-mail or voicemail.

2
If you have placed a limit order or open instruction to buy or sell Company securities, you bear the responsibility for cancelling such instructions immediately in the event restrictions are imposed on your ability to trade, whether because of your possession of Material Nonpublic information or the imposition or effectiveness of a Blackout Period or other trading restriction.
Transactions that would otherwise be prohibited by this Policy are allowed if they are made pursuant to a Qualified Selling Plan, provided that Section 4 shall still apply. Any Qualified Selling Plan must be delivered promptly to the Chief Financial Officer and the Chief Compliance Officer of the Company. The Company reserves the right to disclose publicly the terms of any Qualified Selling Plan.
“Non-MarketTransactions” are allowed even while in the possession of Material Nonpublic information. Non-Market Transactions are:

(a) Exercise of a stock option (without subsequent or contemporaneous sale) under a Company stock incentive plan, including a transaction in which the Company withholds shares of stock to satisfy tax withholding requirements or in satisfaction of the exercise price, provided there is no sale of stock.

(b) Acquisition of shares under a Company employee stock purchase plan without a subsequent sale of the shares.

(c) Vesting of restricted stock, or the exercise of a tax withholding right pursuant to which an election is made to have the Company withhold shares of stock to satisfy tax withholding requirements upon the vesting of any restricted stock or the vesting or exercise of any stock option.

(d) Bona fide gifts of securities. However, whether a gift is bona fide will depend on the circumstances surrounding each gift, including, but not limited to, the donor’s relationship with the recipient and the nature of the tax benefit of the donor. If you are uncertain as to whether a gift is bona fide, you should contact the Chief Compliance Officer of the Company for clarification.

(e) A specific, non-market transaction approved in writing in advance by the Chief Compliance Officer (or if not available, the Chief Executive Officer or Chief Financial Officer) of the Company.

If you receive an outside request for information, comments or interviews (other than routine product inquiries) that may result in the dissemination of Material Nonpublic information, you must direct the request to the Chief Financial Officer or Chief Compliance Officer so that an authorized spokesperson of the Company may determine whether or how to respond to the request consistent with the Company’s corporate disclosure policies.

IV.	Additional Procedures Applicable to Section 16 Officers and Members of the Board

Before any Section 16 Officer or member of the Board may purchase or sell any Company securities, he or she is required to contact the Stock Plan Administrator regarding (i) compliance with Rule 144, if required; and (ii) the preparation of the requisite Form 4 to be filed with the U.S. Securities and Exchange Commission (the “SEC”). The Stock Plan Administrator will assist in completing the Form 4 and will file it on your behalf with the SEC, if requested. However, the completion and filing of the Form 4 is the responsibility of the Section 16 Officer or member of the Board alone.

V.	Additional Guidance for All Personnel

With respect to Material Nonpublic information of the Company, this Policy applies to you regardless of how you become aware of the information. By way of example, if you are an administrative assistant and you have learned that a large order or contract has just been received from Company A, or that an acquisition of Company B is about to occur, you are prohibited from trading in Company securities until after Public Disclosure of the news. When you are in possession of Material Nonpublic information of the Company, you have a duty to the Company to keep that information confidential and not to use it for your personal benefit, or the personal benefit of anyone else.

3
With respect to Material Nonpublic information concerning another entity with which the Company is doing business, this Policy applies to you if you became aware of the information about the other entity by reason of your affiliation with the Company. In the example above, you would not be able to trade in the securities of Company A or Company B until after Public Disclosure of the news.
If you are aware of Material Nonpublic information about the Company, the prohibition against trading in Company securities applies to you even if the trading window is otherwise open.
If you have any questions as to whether any information you have is Material or Nonpublic, you should contact the Chief Compliance Officer of the Company for clarification.
If you believe you may be regarded as being aware of Material Nonpublic information and you are contemplating a transaction in Company securities, you must contact the Chief Compliance Officer of the Company (or if not available, the Company’s Chief Executive Officer or Chief Financial Officer) prior to executing the transaction to determine if you may properly proceed. Section 16 Officers and members of the Board should be particularly careful (and must also comply with Section 3 hereof regarding pre-approval), since avoiding even the appearance of engaging in improper securities transactions is important.
Determining whether information is Material is not always easy, but a good rule of thumb is that if the information would make you more inclined to buy or sell an entity’s stock or is likely to affect the Company’s stock price, whether positive or negative, you should consider it to be Material.
There are no exceptionsto this Policy*.* One of the Company’s responsibilities as a public company is to enforce this Policy. Except as specifically permitted by this Policy (for example, in the case of Non-Market Transactions and transactions pursuant to a Qualified Selling Plan), you must refrain from a transaction even if you planned or committed to the transaction before you came into possession of the Material Nonpublic information, regardless of the economic loss that you believe you might suffer as a consequence of not trading. Also, if you are in possession of Material Nonpublic information, it does not matter that publicly disclosed information might provide an independent basis for engaging in the transaction. Except as specifically permitted by this Policy, you simply cannot trade in securities while in possession of Material Nonpublic information.
There are no dollar limits on the size of a transaction that will trigger insider trading liability or a violation of this Policy. The SEC and Department of Justice have pursued relatively small trades, and the Company does not permit any Insider Trading, even if the trades involved are for low-dollar amounts. In addition, you can be subject to civil and criminal penalties even if you did not profit from disclosing or advising on Material Nonpublic information.
You should beware of anyone who appears to be pressing you for Nonpublic information of any kind about the Company, even if you do not believe that the information, standing alone, is Material, particularly if the person is offering you anything of value in exchange. Securities traders employ many means, including so-called “expert networks,” to try to extract confidential information from employees at all levels of a company. Remember that Nonpublic information may only be disclosed by persons specifically authorized to discuss it.
This Policy also applies to former employees and former members of the Board of the Company, with respect to Material Nonpublic information of the Company or concerning another entity with which the Company is doing business, which was learned by reason of the former employee’s or former Board member’s prior affiliation with the Company.

VI.	Consequences for Violations of this Policy

Failure to comply with this Policy could result in a serious violation of federal, state and foreign securities laws by you and/or the Company, and can subject you to civil and criminal penalties. In addition to any criminal or civil penalties prescribed by law, violation of this Policy constitutes grounds for dismissal, personnel action up to and including termination of employment or, with respect to Representatives, termination of any relationship with the Company.

VII.	Definitions

“Chief ComplianceOfficer” means the Company’s Chief Financial Officer or such other executive of the Company as may be designated by the Chief Executive Officer from time to time; provided, however, that with respect to any trades or pre-clearance requests made by the Chief Financial Officer (or such other designated executive), the Chief Executive Officer shall act as the Chief Compliance Officer for such purposes.

“Derivative Securities” are options, warrants, restricted stock units, stock appreciation rights or similar rights whose value is derived from the value of an equity security, such as Company common stock.

“Insider” is a person who is in possession of Material Nonpublic information concerning the Company or another entity by reason of his or her affiliation with the Company. This includes employees, members of the Board and Representatives. For purposes of this Policy, any family member who lives in the same household as an Insider is also considered an Insider.

“Market Professional” is any person who is, or is associated with (i) a broker or dealer of securities, (ii) investment advisers or certain institutional investment managers, and (iii) investment companies, hedge funds and affiliated persons. These categories include sell-side analysts, buy-side analysts, large institutional investment managers and other market professionals who may be likely to trade on the basis of selectively disclosed information.

“Material” information is information that a reasonable investor would consider important in deciding whether to buy, hold or sell securities. Although it is not always easy to determine whether information is Material and it is not possible to define all categories of Material information, the following types of information are typically regarded as Material:

●	Net sales, including net sales growth rates<br>and projections;
●	Gross profit and EBITDA margins (and similar metrics, including non-GAAP metrics such as Adjusted EBITDA, Adjusted Operating Income, and Adjusted Net Income) including projections of same or margins regarding same;
---	---
●	Earnings, including estimates on future earnings;
---	---
●	Mergers, acquisitions, tender offers, joint<br>ventures, or changes in assets;
---	---
●	Developments regarding customers, retailers,<br>suppliers or strategic partners (including the acquisition or loss of an important customer, contract or relationship);
---	---
●	Product introductions by the Company or its<br>competitors;
---	---
●	Changes in senior management;
---	---

●	Cyber security or privacy breaches impacting<br>the Company, its employees, customers or others;
●	Changes in compensation policy;
---	---
●	A change in auditors or auditor notification<br>that the Company may no longer rely on an audit report;
---	---
●	Financings and other events regarding the<br>Company’s securities (e.g., defaults on debt securities, calls of securities for redemption, repurchase plans, stock splits, proposed<br>or actual public or private sales of securities by the Company);
---	---
●	Sales or registration of securities on behalf<br>of selling stockholders of the Company;
---	---
●	Significant litigation, or significant events<br>in already pending litigation;
---	---
●	Bankruptcy, corporate restructuring or receivership;<br>and
---	---
●	Any factor that would cause the Company’s financial results to be substantially different from the Company’s publicly announced projections or analyst estimates.
---	---

Material information is not restricted to information relating only to the Company. Material information could be information relating to any other entity with which the Company does business or is involved in a business relationship, such as a customer, strategic partner or potential merger partner.

“Nonpublic information” is information that has not been subjected to Public Disclosure by the Company.

“Public Disclosure” or “Publicly Disclosed” means a communication or series of communications calculated to reach the general public, such as a press release widely disseminated over a national wire service, a Form 8-K or other filing with the SEC, or a public webcast or conference call presentation. Disclosure to a large group of financial analysts, other Market Professionals or investors, or comments made in interviews or via social media generally do not constitute Public Disclosure. Generally, Public Disclosure will be deemed to have been accomplished at the close of business on the first full trading day after such information is publicly disclosed in a manner described above.

“Qualified SellingPlan” is a written plan adopted by an employee or member of the Board for selling Company securities that meets each of the following requirements: (1) The plan is adopted during a period when the quarterly window is open and no other trading restrictions have been imposed; (2) the plan is adopted during a period when the individual is not in possession of Material Nonpublic information; (3) selling under the plan does not commence until at least three months after the date the plan is adopted; (4) the plan is adhered to strictly; (5) the plan either (a) specifies the amount of securities to be sold and the date on which the securities are to be sold, (b) includes a written formula or algorithm, or computer program, for determining the amount of securities to be sold and the price at which and the date on which the securities are to be purchased or sold, or (c) does not permit any Insider to exercise any subsequent influence over how, when, or whether to effect sales; provided, in addition, that any other person who, pursuant to the contract, instruction, or plan, did exercise such influence must not have been aware of the Material Nonpublic information when doing so; and (6) at the time it is adopted the plan conforms to all other applicable requirements of § 240.10b5-1(c) of the Code of Federal Regulations (or any successor rule or regulation) as then in effect.

“Security” includes common stock, options, warrants, restricted stock, restricted stock units, stock appreciation rights, debentures and all other securities of an entity the value of which is related to or derived from an entity’s common stock.

“Section 16 Officer” is an officer of the Company who is required to file reports under Section 16 of the Securities Exchange Act of 1934, as amended.

“Stock Plan Administrator” is a person who administers any equity incentive plan or any similar plan of the Company.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

ACKNOWLEDGMENT

Please sign below acknowledging that you have read and agree to abide by the Company’s Insider Trading Policy.

* * * * * * * * * * *

I received, reviewed and agree to be bound by the Company’s Insider Trading Policy.

Dated:
	Signature
	Name (Please Print)

Exhibit 31.1

CERTIFICATION OF THE

PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO

RULE 13a-14(a) AND RULE 15d-14(a)

UNDER THE

SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Peter Goldstein, certify that:

1.	I have reviewed this Annual Report on Form 10-K of Emmis Acquisition<br>Corp.;
2.	Based on my knowledge, this report does not contain any untrue<br>statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under<br>which such statements were made, not misleading with respect to the period covered by this report;
---	---
3.	Based on my knowledge, the financial statements, and other financial<br>information included in this report, fairly present in all material respects the financial condition, results of operations and cash<br>flows of the registrant as of, and for, the periods presented in this report;
---	---
4.	The registrant’s other certifying officer(s) and I are<br>responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))<br>for the registrant and have:
---	---
a)	Designed such disclosure controls and procedures, or caused<br>such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant,<br>is made known to us by others within those entities, particularly during the period in which this report is being prepared;
---	---
b)	(Paragraph intentionally omitted pursuant to Exchange Act<br>Rules 13a-14(a) and 15d-14(a));
---	---
c)	Evaluated the effectiveness of the registrant’s disclosure<br>controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures,<br>as of the end of the period covered by this report based on such evaluation; and
---	---
d)	Disclosed in this report any change in the registrant’s<br>internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s<br>fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the<br>registrant’s internal control over financial reporting; and
---	---
5.	The registrant’s other certifying officer(s) and I<br>have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors<br>and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
---	---
a)	All significant deficiencies and material weaknesses in the<br>design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s<br>ability to record, process, summarize and report financial information; and
---	---
b)	Any fraud, whether or not material, that involves management<br>or other employees who have a significant role in the registrant’s internal control over financial reporting.
---	---
Date: March 27, 2026	By:	/s/ Peter Goldstein
---	---	---
		Peter Goldstein
		Chief Executive Officer
		(Principal Executive Officer)

Exhibit 31.2

CERTIFICATION OF THE

PRINCIPAL FINANCIAL OFFICER

PURSUANT TO

RULE 13a-14(a) AND RULE 15d-14(a)

UNDER THE

SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Peter Goldstein, certify that:

1.	I have reviewed this Annual Report on Form 10-K of Emmis Acquisition Corp;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
---	---
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
---	---
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
---	---
a)	Designed such disclosure controls and procedures, or caused<br>such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant,<br>is made known to us by others within those entities, particularly during the period in which this report is being prepared;
---	---
b)	(Paragraph intentionally omitted pursuant to Exchange Act<br>Rules 13a-14(a) and 15d-14(a));
---	---
c)	Evaluated the effectiveness of the registrant’s disclosure<br>controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures,<br>as of the end of the period covered by this report based on such evaluation; and
---	---
d)	Disclosed in this report any change in the registrant’s<br>internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s<br>fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the<br>registrant’s internal control over financial reporting; and
---	---
5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
---	---
a)	All significant deficiencies and material weaknesses in the<br>design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s<br>ability to record, process, summarize and report financial information; and
---	---
b)	Any fraud, whether or not material, that involves management<br>or other employees who have a significant role in the registrant’s internal control over financial reporting.
---	---
Date: March 27, 2026	By:	/s/ Peter Goldstein
---	---	---
		Peter Goldstein
		Chief Financial Officer
		(Principal Financial Officer)

Exhibit 32.1

CERTIFICATION OF THE

PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 10-K of Emmis Acquisition Corp. (the “Company”) for the fiscal year ended December 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, , Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

1.	The Report fully complies with the requirements of Section 13(a)<br>or 15(d) of the Securities Exchange Act of 1934, as amended; and
2.	The information contained in the Report fairly presents, in<br>all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report.
---	---
Date: March 27, 2026	By:	/s/ Peter Goldstein
---	---	---
		Peter Goldstein
		Chief Executive Officer
		(Principal Executive Officer)

Exhibit 32.2

CERTIFICATION OF THE

PRINCIPAL FINANCIAL OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 10-K of Emmis Acquisition Corp. (the “Company”) for the fiscal year ended December 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Peter Goldstein, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

1.	The Report fully complies with the requirements of Section<br>13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2.	The information contained in the Report fairly<br> presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered<br> by the Report.
---	---
Date: March 27, 2026	By:	/s/ Peter Goldstein
---	---	---
		Peter Goldstein
		Chief Financial Officer
		(Principal Financial Officer)

Exhibit 97.1

EMMISACQUISITION CORP.

COMPENSATION RECOVERY POLICY

Introduction

The Board of Directors (the “Board”) of Emmis Acquisition Corp. (the “Company”) has adopted this Policy on Recoupment of Incentive Compensation (this “Policy”), which provides for the recoupment of compensation in certain circumstances in the event of a restatement of financial results by the Company. This Policy shall be interpreted to comply with the requirements of U.S. Securities and Exchange Commission (“SEC”) rules and Nasdaq Capital Market LLC (“NASDAQ”) listing standards implementing Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) and, to the extent this Policy is in any manner deemed inconsistent with such rules, this Policy shall be treated as retroactively amended to be compliant with such rules.

Administration

This Policy shall be administered by the Compensation Committee (the “Compensation Committee”). Any determinations made by the Compensation Committee shall be final and binding on all affected individuals. The Compensation Committee is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate or advisable for the administration of this Policy, in all cases consistent with the Dodd-Frank Act. The Board or Compensation Committee may amend this Policy from time to time in its discretion.

Covered Executives

This Policy applies to any current or former “executive officer,” within the meaning of Rule 10D-1 under the Securities Exchange Act of 1934, as amended, of the Company or a subsidiary of the Company (each such individual, an “Executive”). This Policy shall be binding and enforceable against all Executives and their beneficiaries, executors, administrators, and other legal representatives.

Recoupment Upon Financial Restatement

If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (a “Financial Restatement”), the Compensation Committee shall cause the Company to recoup from each Executive, as promptly as reasonably possible, any erroneously awarded Incentive-Based Compensation, as defined below.

No-Fault Recovery

Recoupment under this Policy shall be required regardless of whether the Executive or any other person was at fault or responsible for accounting errors that contributed to the need for the Financial Restatement or engaged in any misconduct.

Compensation Subject to Recovery; Enforcement

This Policy applies to all compensation granted, earned or vested based wholly or in part upon the attainment of any financial reporting measure determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measure that is derived wholly or in part from such measures, whether or not presented within the Company’s financial statements or included in a filing with the SEC, including stock price and total shareholder return (“TSR”), including but not limited to performance-based cash, stock, options or other equity-based awards paid or granted to the Executive (“Incentive-Based Compensation”). Compensation that is granted, vests or is earned based solely upon the occurrence of non-financial events, such as base salary, restricted stock or options with time-based vesting, or a bonus awarded solely at the discretion of the Board or Compensation Committee and not based on the attainment of any financial measure, is not subject to this Policy.

In the event of a Financial Restatement, the amount to be recovered will be the excess of (i) the Incentive-Based Compensation received by the Executive during the Recovery Period (as defined below) based on the erroneous data and calculated without regard to any taxes paid or withheld, over (ii) the Incentive-Based Compensation that would have been received by the Executive had it been calculated based on the restated financial information, as determined by the Compensation Committee. For purposes of this Policy, “Recovery Period” means the three completed fiscal years immediately preceding the date on which the Company is required to prepare the Financial Restatement, as determined in accordance with the last sentence of this paragraph, or any transition period that results from a change in the Company’s fiscal year. The date on which the Company is required to prepare a Financial Restatement is the earlier to occur of (A) the date the Board or a Board committee (or authorized officers of the Company if Board action is not required) concludes, or reasonably should have concluded, that the Company is required to prepare a Financial Restatement or (B) the date a court, regulator, or other legally authorized body directs the Company to prepare a Financial Restatement.

For Incentive-Based Compensation based on stock price or TSR, where the amount of erroneously awarded compensation is not subject to mathematical recalculation directly from the information in the Financial Restatement, then the Compensation Committee shall determine the amount to be recovered based on a reasonable estimate of the effect of the Financial Restatement on the stock price or TSR upon which the Incentive-Based Compensation was received and the Company shall document the determination of that estimate and provide it to NASDAQ.

Incentive-Based Compensation is considered to have been received by an Executive in the fiscal year during which the applicable financial reporting measure was attained or purportedly attained, even if the payment or grant of such Incentive-Based Compensation occurs after the end of that period.

The Company may use any legal or equitable remedies that are available to the Company to recoup any erroneously awarded Incentive-Based Compensation, including but not limited to by collecting from the Executive cash payments or shares of Company common stock from or by forfeiting any amounts that the Company owes to the Executive. Executives shall be solely responsible for any tax consequences to them that result from the recoupment or recovery of any amount pursuant to this Policy, and the Company shall have no obligation to administer the Policy in a manner that avoids or minimizes any such tax consequences.

No Indemnification

The Company shall not indemnify any Executive or pay or reimburse the premium for any insurance policy to cover any losses incurred by such Executive under this Policy or any claims relating to the Company’s enforcement of rights under this Policy.

Exceptions

The compensation recouped under this Policy shall not include Incentive-Based Compensation received by an Executive (i) prior to beginning service as an Executive or (ii) if he or she did not serve as an Executive at any time during the performance period applicable to the Incentive-Based Compensation in question. The Compensation Committee (or a majority of independent directors serving on the Board) may determine not to seek recovery from an Executive in whole or part to the extent it determines in its sole discretion that such recovery would be impracticable because (A) the direct expense paid to a third party to assist in enforcing recovery would exceed the recoverable amount (after having made a reasonable attempt to recover the erroneously awarded Incentive-Based Compensation and providing corresponding documentation of such attempt to the NASDAQ), (B) recovery would violate the home country law that was adopted prior to November 28, 2022, as determined by an opinion of counsel licensed in the applicable jurisdiction that is acceptable to and provided to the NASDAQ, or (C) recovery would likely cause the Company’s 401(k) plan or any other tax-qualified retirement plan to fail to meet the requirements of Section 401(a)(13) or Section 411(a) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder.

Other Remedies Not Precluded

The exercise by the Compensation Committee of any rights pursuant to this Policy shall be without prejudice to any other rights or remedies that the Company, the Board or the Compensation Committee may have with respect to any Executive subject to this Policy, whether arising under applicable law (including pursuant to Section 304 of the Sarbanes-Oxley Act of 2002), regulation or pursuant to the terms of any other policy of the Company, employment agreement, equity award, cash incentive award or other agreement applicable to an Executive. Notwithstanding the foregoing, there shall be no duplication of recovery of the same Incentive-Based Compensation under this Policy and any other such rights or remedies.

Acknowledgment

To the extent required by the Compensation Committee, each Executive shall be required to sign and return to the Company the acknowledgement form attached hereto as Exhibit A pursuant to which such Executive will agree to be bound by the terms of, and comply with, this Policy. For the avoidance of doubt, each Executive shall be fully bound by, and must comply with, the Policy, whether or not such Executive has executed and returned such acknowledgment form to the Company.

Effective Date and Applicability

This Policy has been adopted by the Board effective as of September 24, 2025, and shall apply to any Incentive-Based Compensation that is received by an Executive on or after the consummation of the Company’s initial public offering.

EXHIBIT A

EMMISACQUISITION CORP

compensation recovery policy

ACKNOWLEDGEMENT FORM

Capitalized terms used but not otherwise defined in this Acknowledgement Form (this “Acknowledgement Form”) shall have the meanings ascribed to such terms in Emmis Acquisition Corp.’s Compensation Recovery Policy (the “Policy”).

By signing this Acknowledgement Form, the undersigned acknowledges, confirms and agrees that the undersigned: (i) has received and reviewed a copy of the Policy; (ii) is and will continue to be subject to the Policy and that the Policy will apply both during and after the undersigned’s employment with the Company; and (iii) will abide by the terms of the Policy, including, without limitation, by reasonably promptly returning any recoverable compensation to the Company as required by the Policy, as determined by the Compensation Committee in its sole discretion.

Sign:
Name:	[Employee]
Date:

UNITED

SECURITIES

Washington,

FORM

☒

For

☐

For

Emmis

(201)

Not Applicable

Securities registered

Securities registered

TABLE OF CONTENTS

PART

CAUTIONARY NOTE

ITEM

Overview

Our Management Team

Acquisition Criteria

Initial Business

Our Business

Potential Additional

Sponsor Information

Combination Targets

Status as a Public

Financial Position

Effecting our

General

Sources of Target

Evaluation of

Lack of Business

Limited Ability

Shareholders

Permitted Purchases

Redemption Rights

Manner of Conducting

Limitation on

Delivering Share

Redemption of

Comparison of

Competition

Facilities

Employees

Periodic Reporting

Legal Proceedings

RISK

ITEM

This

Risks Relating

Our public shareholders

If we seek shareholder

Your only opportunity

The ability of

The ability of

The ability of

The requirement

We may engage

We may not be

We may decide

If we seek shareholder

If a shareholder

You will not

If we seek shareholder

Because of our

If the net proceeds

If third parties

Our directors

We may not have

If, after we

Changes in laws

If we are deemed

If we are deemed

To mitigate the

Our search for

Our search for

Any of the abovementioned

Military or other

We are vulnerable