Pegasus Digital Mobility Acquisition Corp - Ordinary Shares (PGSS) PRE 14APreliminary proxy

Your vote is very important. Whether you plan to attend the Extraordinary General Meeting or not, please vote as soon as possible by following the instructions in the accompanying proxy statement to make sure that your shares are represented and voted at the Extraordinary General Meeting. If you are a shareholder of record, please complete, sign, date and return your proxy card in the postage-paid envelope as soon as possible and to be received by the Proxy Agent by no later than 48 hours before the time appointed for the Extraordinary General Meeting to commence. Submitting a proxy now will not prevent you from being able to attend and cast your vote online at the Extraordinary General Meeting. If your shares are held in “street name” in an account at a brokerage firm or bank, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that the shares you beneficially own are represented and voted at the Extraordinary General Meeting. In this regard, you must instruct your broker, bank or other nominee how to vote the shares you beneficially own, or if you wish to attend and vote at the Extraordinary General Meeting (including virtually online) you must timely obtain a legal proxy from your brokerage firm, bank or other nominee and follow the instructions detailed in the accompanying proxy statement.

The accompanying proxy statement describes the business the Company will conduct at the Extraordinary General Meeting and provides information about the Company that you should consider when you vote your shares.

As set forth in the accompanying proxy statement, at the Extraordinary General Meeting, you will be asked to consider and vote upon the following proposals:

Each of the proposals is more fully described in the accompanying proxy statement, which you are encouraged to read carefully.

The purpose of the Articles Amendment Proposal is to amend and restate the Memorandum and Articles, in the form of the Second Amended and Restated Memorandum and Articles set forth in Annex A of the accompanying proxy statement, to, among other things, provide the Board with an option to extend the date by which the Company has to consummate a business combination for a third time to the Third Extended Date (December 31, 2023) to provide the Company with further time to complete an initial business combination. Additionally, the purpose of the Articles Amendment Proposal is to simultaneously (i) provide Public Shareholders who do not wish to remain invested in the Company with the opportunity to exercise their redemption rights earlier than they would if the Company liquidated on the First Extended Date or, if the Second Extension is exercised, the Second Extended Date and (ii) allow those shareholders who wish for the Company to continue its pursuit of a business combination to remain shareholders.

The purpose of the Adjournment Proposal, if presented, is to allow the Company to adjourn the Extraordinary General Meeting to a later date or dates if we determine that additional time is necessary to permit further solicitation and vote of proxies in the event that there are insufficient votes to approve the Articles Amendment Proposal or if we determine that additional time is necessary to effectuate the Articles Amendment Proposal. The Company also reserves the right to move to adjourn the Extraordinary General Meeting sine die in the event that the Board determines before the Extraordinary General Meeting that is not necessary or no longer desirable to proceed with the Articles Amendment Proposal. In either case, at the Extraordinary General Meeting the Company will ask its shareholders to vote only upon the Adjournment Proposal and not on the Articles Amendment Proposal.

As announced on January 23, 2023, the Board determined that the Company should exercise the First Extension in accordance with the Memorandum and Articles by which the Company extended the date by which the Company has to consummate a business combination to the First Extended Date (April 26, 2023).

Pursuant to the terms of the current Memorandum and Articles, if authorized according to the conditions outlined therein, the Board may exercise the Second Extension to extend the date by which the Company has to consummate a business combination up to one more time by a further three months to the Second Extended Date (July 26, 2023), subject to the Sponsor depositing a further $0.10 per unit ($2,250,000.00 in the aggregate) to the Trust Account. If the Company does not consummate an initial business combination within the applicable time limits provided by the current Memorandum and Articles, unless the Company’s shareholders approve an amendment to the Memorandum and Articles to extend such termination date, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem all of 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 (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of Public Shares then in issue, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Board, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. Under the Second Amended and Restated Memorandum and Articles, if approved, the Sponsor will be required to deposit $0.10 per Public Share to the Trust Account, based on the number of Public Shares outstanding following the voluntary redemptions by any Public Shareholders in connection with the Articles Amendment Proposal, in respect to the exercise of the Second Extension. Further, under the Second Amended and Restated Memorandum and Articles, if approved, the Sponsor will not be required to deposit any further funds in the Trust Account in respect of the exercise of the Third Extension. However, Public Shareholders will be provided with the opportunity to redeem their Public Shares for cash for a pro-rata share of the funds held in the Trust Account on the Second Extended Date (July 26, 2023) if the Board elects to exercise the Third Extension.

If the Articles Amendment Proposal is approved by the requisite vote of shareholders and implemented, the remaining Public Shareholders will retain their right to redeem their Public Shares (i) on the Second Extended Date (July 26, 2023) if the Board elects to exercise the Third Extension and (ii) upon consummation of our initial business combination, subject in each case to any limitations set forth in the Second Amended and Restated Memorandum and Articles. In addition, if the Articles Amendment Proposal is approved and implemented, Public Shareholders will be entitled to have their Public Shares redeemed for cash if the Company has not completed an initial business combination within the applicable time limit provided by the Second Amended and Restated Memorandum and Articles (i.e. the First Extended Date, the Second Extended Date if the Second Extension is exercised, or the Third Extended Date if the Third Extension is exercised).

The amount held in the Trust Account as of                 , 2023 is estimated to be $      , including the Sponsor’s deposit of $2,250,000.00 into the Trust Account on January 23, 2023 and together with estimated interest income and taxes post-December 31, 2022. Based upon this amount, the Company estimates that the per-share price at which Public Shares may be redeemed from cash held in the Trust Account will be approximately $      at the time of the Extraordinary General Meeting. The closing price of the Public Shares on                 , 2023 was $      . The Company cannot assure shareholders that they will be able to sell their Public Shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares.

The Company cannot predict the amount that will remain in the Trust Account if the Articles Amendment Proposal is approved and implemented. The removal of the Withdrawal Amount from the Trust Account will reduce the amount held in the Trust Account following the Extraordinary General Meeting, and the amount remaining in the Trust Account may be only a small fraction of the approximately $      that was in the Trust Account as of                 , 2023. In such event, we may need to obtain additional funds to complete an initial business combination, and there can be no assurance that such funds will be available on terms acceptable or at all.

As noted above, pursuant to the current Memorandum and Articles, a Public Shareholder may request that the Company redeem all or a portion of their Public Shares for cash if the Articles Amendment Proposal is approved and implemented. A Public Shareholder who wishes to exercise redemption rights in connection with the Articles Amendment Proposal must:

If the Articles Amendment Proposal is not approved and we do not consummate an initial business combination within the applicable time limits outlined in the current Memorandum and Articles, the Company will:

There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination within the applicable time limits outlined in the current Memorandum and Articles or, if the Articles Amendment Proposal is approved and implemented, within the applicable time limits outlined in the Second Amended and Restated Memorandum and Articles.

The approval of the Articles Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least two-thirds (2/3) of the issued and outstanding Ordinary Shares entitled to vote, and who, being present in person or represented by proxy at the Extraordinary General Meeting or any adjournment thereof, vote on such matter.

Approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the issued and outstanding Ordinary Shares entitled to vote, and who, being present in person or represented by proxy at the Extraordinary General Meeting or any adjournment thereof, vote on such matter.

The Board has fixed the close of business on           , 2023 as the record date for determining the Company’s shareholders entitled to receive notice of and vote at the Extraordinary General Meeting and

You are cordially invited to attend the Extraordinary General Meeting virtually online and such attendance will be treated as presence in person at the Extraordinary General Meeting.

At the Extraordinary General Meeting, you will be asked to consider and vote on the following proposals:

The purpose of the Articles Amendment Proposal is to amend and restate the Memorandum and Articles, in the form of the Second Amended and Restated Memorandum and Articles set forth in Annex A of the accompanying proxy statement, to, among other things, provide the Board with an option to extend the date by which the Company has to consummate a business combination for a third time to the Third Extended Date (December 31, 2023) to provide the Company with further time to complete an initial business combination. Additionally, the purpose of the Articles Amendment Proposal is to simultaneously (i) provide Public Shareholders who do not wish to remain invested in the Company with the opportunity to exercise their redemption rights earlier than they would if the Company liquidated on the First Extended Date or, if the Second Extension is exercised, the Second Extended Date and (ii) allow those shareholders who wish for the Company to continue its pursuit of a business combination to remain shareholders.

The purpose of the Adjournment Proposal, if presented, is to allow the Company to adjourn the Extraordinary General Meeting to a later date or dates if we determine that additional time is necessary to permit further solicitation and vote of proxies in the event that there are insufficient votes to approve the Articles Amendment Proposal or if we determine that additional time is necessary to effectuate the Articles Amendment Proposal. The Company also reserves the right to move to adjourn the Extraordinary General Meeting sine die in the event that the Board determines before the Extraordinary General Meeting that is not necessary or no longer desirable to proceed with the Articles Amendment Proposal. In either case, at the Extraordinary General Meeting the Company will ask its shareholders to vote only upon the Adjournment Proposal and not on the Articles Amendment Proposal.

Approval of the Articles Amendment Proposal is a condition to the implementation of the Third Extension. In addition, the effectiveness of the Articles Amendment Proposal is conditioned on the Company having net tangible assets of at least US$5,000,001 after giving effect to any redemptions of Public Shares which are tendered for redemption in connection with the shareholder vote on the Articles Amendment Proposal.

The approval of the Articles Amendment Proposal requires a special resolution under Cayman Islands laws, being the affirmative vote of the holders of at least two-thirds (2/3) of the issued and outstanding Ordinary Shares entitled to vote and who, being present in person or represented by proxy at the Extraordinary General Meeting or any adjournment thereof, vote on such matter.

Approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the issued and outstanding Ordinary Shares entitled to vote and who, being present in person or represented by proxy at the Extraordinary General Meeting or any adjournment thereof, vote on such matter.

A shareholder’s failure to vote in person or by proxy at the Extraordinary General Meeting will not be counted towards the number of Ordinary Shares required to validly establish a quorum. Abstentions and broker non-votes, while considered present in connection with the determination of whether a valid quorum is established, will not count as votes cast and will have no effect on the outcome of the votes on the proposals.

In connection with the Articles Amendment Proposal, Public Shareholders may elect to redeem their Public Shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Company to pay its taxes, divided by the number of then outstanding Public Shares, regardless of how such Public Shareholders vote on the Articles Amendment Proposal or if they vote at all and regardless of whether such Public Shareholders held Public Shares on the record date established in connection with the Extraordinary General Meeting, by following the instructions in the accompanying proxy statement. Pursuant to the Memorandum and Articles, the Company may not redeem Public Shares in an amount that would cause the Company’s net tangible assets to be less than $5,000,001 following such redemption, which condition may not be waived by the Board.

If the Articles Amendment Proposal is approved by the requisite vote of shareholders, the remaining Public Shareholders will retain their right to redeem their Public Shares (i) on the Second Extended Date (July 26, 2023) if the Board elects to exercise the Third Extension and (ii) upon consummation of our initial business combination, subject in each case to any limitations set forth in the Second Amended and Restated Memorandum and Articles. In addition, if the Articles Amendment Proposal is approved, Public Shareholders will be entitled to have their Public Shares redeemed for cash if the Company has not completed an initial business combination within the applicable time limit provided by the Second Amended and Restated Memorandum and Articles (i.e. the First Extended Date, the Second Extended Date if the Second Extension is exercised, or the Third Extended Date if the Third Extension is exercised).

The Company cannot predict the amount that will remain in the Trust Account if the Articles Amendment Proposal is approved and implemented. If the Articles Amendment Proposal is approved and the corresponding amendments to the Company’s Memorandum and Articles become effective, the removal of the Withdrawal Amount, if any, from the Trust Account, will reduce the Company’s net asset value. The removal of the Withdrawal Amount from the Trust Account will reduce the amount held in the Trust Account following the Extraordinary General Meeting, and the amount remaining in the Trust Account may be only a small fraction of the approximately $      that was in the Trust Account as of        , 2023. In such event, the Company may need to obtain additional funds to complete its initial business combination and there can be no assurance that such funds will be available on terms acceptable to the parties or at all.

As noted above, pursuant to the current Memorandum and Articles, a Public Shareholder may request that the Company redeem all or a portion of their Public Shares for cash if the Articles Amendment Proposal is approved and implemented. A Public Shareholder who wishes to exercise redemption rights in connection with the Articles Amendment Proposal must:

If the Articles Amendment Proposal is not approved and we do not complete an initial business combination within the applicable time limits outlined in the current Memorandum and Articles, the Company will:

There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination within the applicable time limits outlined in the current Memorandum and Articles or, if the Articles Amendment Proposal is approved and implemented, within the applicable time limits outlined in the Second Amended and Restated Memorandum and Articles.

Only shareholders of record of the Company as of the close of business on the Record Date, are entitled to notice of, and to vote at, the Extraordinary General Meeting or any adjournment thereof, including, if necessary, pursuant to the Adjournment Proposal. Voting at the Extraordinary General Meeting will take place by poll voting in accordance with the Memorandum and Articles. Accordingly, each Ordinary Share will entitle the holder thereof (as of the Record Date) to one vote at the Extraordinary General Meeting. On the Record Date, there were Ordinary Shares issued and outstanding, including                 Class A Ordinary Shares (that were initially sold as part of the Units in the initial public offering of the IPO) and                 Class B Ordinary Shares. The Company’s warrants do not have voting rights in connection with the proposals.

The Sponsor and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which they agreed to waive their rights to participate in any liquidation distribution with respect to the Founder Shares and Class A Ordinary Shares underlying the warrants that the Sponsor purchased pursuant to a private placement in connection with the IPO. As a consequence of such waivers, any liquidating distribution that is made will be only with respect to the Public Shares. There will be no distribution from the Trust Account with respect to the Company’s warrants, which will expire worthless if the Company fails to complete its initial business combination within the applicable time limits outlined in the current Memorandum and Articles.

YOUR VOTE IS IMPORTANT REGARDLESS OF THE NUMBER OF SHARES YOU OWN. Whether or not you plan to attend the Extraordinary General Meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement to make sure that your shares are represented

Forward-looking statements are based on the opinions and estimates of management of the Company, as of the date such statements are made, and they are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to:

Approving the Articles Amendment Proposal (as defined below) involves a number of risks. Even if the Articles Amendment Proposal is approved, the Company can provide no assurances that the Third Extension will be exercised by the Board or, if it is, that our initial business combination will be consummated prior to December 31, 2023. Our ability to consummate any business combination is dependent on a variety of factors, many of which are beyond our control, including completion of the SEC review process. If the Articles Amendment Proposal is approved, the Company expects to seek shareholder approval of our business combination with the Target following the SEC review process. As of the date of this proxy statement, the Company cannot estimate when the SEC review process will be completed.

We are required to offer shareholders the opportunity to redeem shares in connection with the Articles Amendment Proposal, which will also grant shareholders a right to redeem their shares on July 26, 2026, and we will be further required to offer shareholders redemption rights again in connection with any shareholder vote to approve the business combination. Even if the Articles Amendment Proposal or the business combination are approved by our shareholders, it is possible that redemptions will leave us with insufficient cash to consummate the business combination on commercially acceptable terms, or at all. The fact that we will have multiple redemption periods in connection with the Third Extension and the business combination vote could exacerbate these risks.

The completion of a business combination will likely also be subject to the satisfaction or waiver, as applicable, of a number of important conditions set forth in a business combination agreement, including the approval of such business combination by our shareholders, the approval of the listing of the combined entity’s ordinary shares on the New York Stock Exchange, and several other customary closing conditions. If these conditions are not satisfied or if the business combination agreement is otherwise terminated, we may be unable to close a business combination within the requisite time period.

We are subject to the laws and regulations, and interpretations and applications of such laws and regulations, of national, regional, state and local governments and, potentially, non-U.S. jurisdictions. In particular, we are required to comply with certain SEC and potentially other legal and regulatory requirements, and our consummation of an initial business combination may be contingent upon our ability to comply with certain laws, regulations, interpretations and applications and any post-business combination company may be subject to additional laws, regulations, interpretations and applications. Compliance with, and monitoring of, the foregoing 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, including our ability to negotiate and complete an initial business combination. 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 an initial business combination. The SEC has, in the past year, adopted certain rules and may, in the future adopt other rules, which may have a material effect on our activities and on our ability to consummate an initial business combination, including the SPAC Rule Proposal described below.

The need for compliance with the SPAC Rule Proposal may cause us to liquidate the funds in the Trust Account or liquidate the Company at an earlier time than we might otherwise choose. Were we to liquidate, our warrants would expire worthless, and our securityholders would lose the investment opportunity associated with an investment in the combined company, including potential price appreciation of our securities.

Our Sponsor, certain members of our Board and our officers have interests in the proposals that may conflict with those of other shareholders in recommending that shareholders vote in favor of approval of the proposals. These interests include, among other things, Class B Ordinary Shares held by the Sponsor and certain of our directors and officers which will be worthless (as the Sponsor and such directors and officers have waived liquidation rights with respect to such shares), as will the Private Placement Warrants (as defined below) held by the Sponsor, if the Articles Amendment Proposal is not approved, and we do not consummate an initial business combination within the applicable time limits outlined in the current Memorandum and Articles.

As described further above, the SPAC Rule Proposal include proposals relating to, among other matters, the circumstances in which SPACs such as us could potentially be subject to the Investment Company Act and the regulations thereunder. The SPAC Rule Proposal would provide a safe harbor for SPACs satisfying certain criteria from the definition of “investment company” under Section 3(a)(1)(A) of the Investment Company Act, provided that a SPAC satisfies certain criteria, including a limited time period to announce and complete a de-SPAC transaction. Specifically, to comply with the safe harbor, the SPAC Rule Proposal would require a company to file a report on Form 8-K announcing that it has entered into an agreement with a target company for an initial business combination no later than 18 months after the

Given that the SPAC Rule Proposal have not yet been adopted, there is currently uncertainty concerning the applicability of the Investment Company Act to a SPAC, including a company like ours, that may not complete its initial business combination within 24 months after the effective date of its IPO Registration Statement. As a result, it is possible that a claim could be made that we have been operating as an unregistered investment company. If we were deemed to be an investment company for purposes of the Investment Company Act, our activities would be severely restricted, we would be subject to additional regulatory burdens and expenses and, unless we are able to modify our activities so that we would not be deemed an investment company, we might be forced to abandon our efforts to complete an initial business combination and instead be required to liquidate the Company. If we are required to liquidate the Company, our investors would not be able to realize the benefits of owning stock in a successor operating business, including the potential appreciation in the value of our shares and warrants following such a transaction, and our warrants would expire worthless.

In addition, even prior to the 24-month anniversary of the effective date of our IPO Registration Statement, we may 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, even prior to such 24-month anniversary, the greater the risk that we may be considered an unregistered investment company, in which case we may be required to liquidate the Company. Accordingly, we may determine, in our discretion, to liquidate the securities held in the Trust Account at any time, even prior to the 24-month anniversary of the effective date of our IPO Registration Statement, and instead hold all funds in the Trust Account in cash, which would further reduce the dollar amount our public shareholders would receive upon any redemption of their shares or liquidation of the Company.

The economic, political and social conditions, as well as government policies, of the countries 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 countries experience an economic downturn or grow at a slower rate than expected, there may be less demand for spending in certain industries.

We are currently operating in a period of economic uncertainty and capital markets disruption, which has been significantly impacted by geopolitical instability due among other things to the ongoing military conflict between Russia and Ukraine. Our business, financial condition and results of operations may be materially and adversely affected by any negative impact on the global economy and capital markets resulting from events outside our control.

Any of the above-mentioned factors could affect our business, prospects, financial condition, and operating results. The extent and duration of the military action, sanctions and resulting market disruptions are impossible to predict, but could be substantial.

Any redemption or other repurchase that occurs after December 31, 2022 in connection with a business combination — particularly one that may involve a combination with a U.S. entity and/or re-domestication as a U.S. corporation — may be subject to the excise tax. Whether and to what extent we would be subject to the excise tax would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with any such business combination, (ii) the status of the target (for example, whether the target is a domestic corporation) and the structure of any such business combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with any such business combination (or otherwise issued not in connection with such business combination but issued within the same taxable year of the business combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by us, and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in our ability to complete a business combination or the cash available on hand to complete a business combination.

CFIUS is an interagency committee authorized to review certain transactions involving foreign investment in the United States by foreign persons to determine the effect of such transactions on the national security of the United States. If the Company were to be party to a business combination that were to fall within CFIUS’s jurisdiction, the Company may determine that it is required to make a mandatory filing or, where a mandatory filing is not required, that it will submit a voluntary filing to CFIUS, subjecting itself to the applicable statutory review period and potential CFIUS mitigation, or proceed with the initial business combination without notifying CFIUS and risk potential CFIUS intervention, before or after closing the initial business combination. In such instances, CFIUS may decide to impose conditions to mitigate national security concerns with respect to such initial business combination or, in extreme cases, recommend that the U.S. president block the initial business combination or order the Company to divest all or a portion of any U.S. business of the combined company, which may limit the attractiveness of or prevent the Company from pursuing certain initial business combination opportunities that it believes would otherwise be beneficial to the Company and its shareholders.

These Questions and Answers are only summaries of the matters they discuss. They do not contain all of the information that may be important to you. You should read carefully the entire document, including the annexes to this proxy statement.

At the Extraordinary General Meeting, you will be asked to consider and vote on the following proposals:

If the Articles Amendment Proposal is approved at the Extraordinary General Meeting, the Adjournment Proposal will not be presented.

The purpose of the Adjournment Proposal, if presented, is to allow the Company to adjourn the Extraordinary General Meeting to a later date or dates if we determine that additional time is necessary to permit further solicitation and vote of proxies in the event that there are insufficient votes to approve the Articles Amendment Proposal or if we determine that additional time is necessary to effectuate the Articles Amendment Proposal. The Company also reserves the right to move to adjourn the Extraordinary General Meeting sine die in the event that the Board determines before the Extraordinary General Meeting that is not necessary or no longer desirable to proceed with the Articles Amendment Proposal. In either case, at the Extraordinary General Meeting the Company will ask its shareholders to vote only upon the Adjournment Proposal and not on the Articles Amendment Proposal.

Only shareholders of record of the Company as of the close of business on           , being the record date, are entitled to notice of, and to vote at, the Extraordinary General Meeting or any adjournment thereof. Voting at the general meeting will take place by poll voting in accordance with the Memorandum and Articles. Accordingly, each Ordinary Share will entitle the holder thereof (as of the record date) to one vote per share at the Extraordinary General Meeting. If your shares are held in “street name” in an account at a brokerage firm or bank, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted.

On the record date, there were                 Ordinary Shares issued and outstanding, including                 Class A Ordinary Shares and                 Class B Ordinary Shares. The Company’s warrants do not have voting rights in connection with the proposals.

A quorum is the minimum number of shares required to be present at the Extraordinary General Meeting for the Extraordinary General Meeting to be properly held under our Memorandum and Articles. A quorum will be present at the Extraordinary General Meeting if one or more shareholders holding a majority of the issued and outstanding Ordinary Shares entitled to vote at the Extraordinary General Meeting are represented in person or by proxy or if a corporation or other non-natural person by its duly authorized representative or proxy. As of the record date for the Extraordinary General Meeting, the holders of at least                 Ordinary Shares would be required to achieve a quorum.

Proxies that are marked “abstain” and proxies relating to “street name” shares that are returned to us but marked by brokers as “not voted” ​(so-called “broker non-votes”) will be treated as shares present for purposes of determining the presence of a quorum on all matters. If a shareholder does not give the broker voting instructions, under applicable self-regulatory organization rules, its broker may not vote its shares on “non-discretionary” matters. We believe each of the proposals constitutes a “non-discretionary” matter.

The approval of the Articles Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least two-thirds (2/3) of the issued and outstanding Ordinary Shares entitled to vote and who, being present in person or represented by proxy at the Extraordinary General Meeting or any adjournment thereof, vote on such matter.

Approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the issued and outstanding Ordinary Shares

If you do not want a proposal to be approved, you must vote against such proposal. Abstentions and broker non-votes, while considered present in connection with the determination of whether a valid quorum is established, will not count as votes cast and will have no effect on the outcome of the votes on the proposals.

Voting at the general meeting will take place by poll voting in accordance with the Memorandum and Articles. Accordingly, each Ordinary Share will entitle the holder thereof (as of the close of business on the record date) to one vote at the Extraordinary General Meeting.

If your shares are owned directly in your name with our transfer agent, Continental, you are considered, with respect to those shares, the “shareholder of record.” If you are a shareholder of record on the record date, you have the right to attend and vote in person (including online) at the Extraordinary General Meeting. If your shares are held in a share brokerage account or by a bank or other nominee or intermediary, you are considered the beneficial owner of shares held in “street name” and are considered a “ beneficial owner.”

If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the Extraordinary General Meeting and vote in person (including online), you must obtain a valid proxy from your broker, bank or nominee.

Proxies that are marked “abstain” and proxies relating to “street name” shares that are returned to us but marked by brokers as “not voted” ​(so-called “broker non-votes”) will be treated as shares present for purposes of determining the presence of a quorum on all matters. If a shareholder does not give the broker voting instructions, under applicable self-regulatory organization rules, its broker may not vote its shares on “non-discretionary” matters. We believe each of the proposals constitutes a “non-discretionary” matter.

If you are a holder of record of Ordinary Shares on the close of business on the record date, there are three ways to vote:

In person at the Extraordinary General Meeting: You may attend the Extraordinary General Meeting and vote in person at the offices of        to the extent consistent with, or permitted by, applicable law and directives of public health authorities. Shareholders will be provided with a ballot upon entering the meeting. You will need to present valid ID and proof of ownership.

By mail: You can vote by proxy by having one or more individuals who will be at the Extraordinary General Meeting vote your shares for you. These individuals are called “proxies” and using them to cast your ballot at the Extraordinary General Meeting is called voting “by proxy.” If you wish to vote by proxy you must complete, sign and date the enclosed form, called a “proxy card,” and mail it in the envelope provided in accordance with the instructions on the enclosed proxy card. If you

Whether or not you plan to attend the Extraordinary General Meeting, we urge you to vote by proxy to ensure your vote is counted. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope.

If your Ordinary Shares are held in an account through a broker, bank or other nominee or intermediary, you must instruct the broker, bank or other nominee how to vote your shares by following the instructions that the broker, bank or other nominee provides you along with this proxy statement. Your broker, bank or other nominee may have an earlier deadline by which you must provide instructions to it as to how to vote your shares, so you should read carefully the materials provided to you by your broker, bank or other nominee or intermediary.

If you wish to attend and vote your shares at the Extraordinary General Meeting (including online), you must first obtain a legal proxy from your broker, bank or other nominee that holds your shares and e-mail a copy (a legible photograph is sufficient) of your legal proxy to Continental at proxy@continentalshare.com. Beneficial owners who e-mail a valid legal proxy will be issued a 12-digit meeting control number that will allow them to register to attend and participate in the Extraordinary General Meeting. Beneficial owners who wish to attend the Extraordinary General Meeting should contact Continental no later than 72 hours prior to the Extraordinary General Meeting to obtain this information. Beneficial owners should contact their bank, broker or nominee for instructions regarding obtaining a legal proxy.

If you do not provide voting instructions to your bank, broker or other nominee or intermediary and you do not obtain a legal proxy in accordance with the procedure described above and vote your shares at the Extraordinary General Meeting, your shares will not be voted on any proposal on which your bank, broker or other nominee does not have discretionary authority to vote. In these cases, the bank, broker or other nominee or intermediary will not be able to vote your shares on those matters for which specific authorization is required. Brokers do not have discretionary authority to vote on any of the proposals.

Our Board is asking for your proxy. Giving our Board your proxy means you authorize the one or more individuals named on the proxy card who will be at the Extraordinary General Meeting to vote your shares for you at the Extraordinary General Meeting in the manner you direct. You may vote for, against or withhold your vote for each proposal or you may abstain from voting. All valid proxies received prior to the Extraordinary General Meeting will be voted. All shares represented by a valid proxy will be voted, and where a shareholder specifies by means of the proxy a choice with respect to any matter to be acted upon, the shares will be voted in accordance with the specification so made. If no choice is indicated on the proxy, the shares will be voted “FOR” the Articles Amendment Proposal and, if presented, the Adjournment Proposal and as the proxyholders may determine in their discretion with respect to any other matters that may properly come before the Extraordinary General Meeting.

Shareholders who have questions or need assistance in completing or submitting their proxy cards should contact our Proxy Agent,           , at (   )           or by sending an email to           .

Shareholders who hold their shares in “street name,” meaning the name of a broker, bank or other nominee who is the record holder, must either direct the record holder of their shares to vote their shares or

If you are a shareholder of record at the close of business on the record date for the Extraordinary General Meeting, you may change your vote after you have mailed a signed proxy by sending a later-dated, signed proxy card to our Proxy Agent at                 , so that it is received no later than 48 hours before the time appointed for the Extraordinary General Meeting to commence or by attending the Extraordinary General Meeting in person (including online) and voting. You also may revoke your proxy by sending a notice of revocation to the same address, which must be received by our Proxy Agent no later than 48 hours before the time appointed for the Extraordinary General Meeting to commence.

Simply attending the Extraordinary General Meeting will not constitute a revocation of your proxy. If your shares are held in the name of a broker, bank or other nominee who is the record holder, you must follow the instructions of your broker or other nominee to revoke a previously given voting instruction.

Only registered holders of Ordinary Shares at the close of business on the record date, their proxy holders and guests we may invite may attend the Extraordinary General Meeting.

If you wish to attend the Extraordinary General Meeting but you hold your shares in “street name” through a broker, bank or other nominee, you must follow the instructions detailed above on how to attend the Extraordinary General Meeting.

Your proxy is being solicited by our Board on the proposals being presented to shareholders at the Extraordinary General Meeting. The Company has agreed to pay                 a fee of $      . The Company will reimburse the Proxy Agent for reasonable out-of-pocket expenses and will indemnify the Proxy Agent and its affiliates against certain claims, liabilities, losses, damages and expenses. In addition to these mailed proxy materials, our directors and officers may also solicit proxies in person, by telephone or by other means of communication. These parties will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners. You may contact the Proxy Agent at:

The cost of preparing, assembling, printing and mailing this proxy statement and the accompanying form of proxy, and the cost of soliciting proxies relating to the Extraordinary General Meeting, will be borne by the Company.

Some banks and brokers have customers who beneficially own Ordinary Shares listed of record in the names of nominees. We intend to request banks and brokers to solicit such customers and will reimburse them for their reasonable out-of-pocket expenses for such solicitations. If any additional solicitation of the holders of our outstanding Ordinary Shares is deemed necessary, we (through our directors and officers) anticipate making such solicitation directly.

Approval of the Articles Amendment Proposal is a condition to the implementation of the Third Extension. In addition, the effectiveness of the Articles Amendment Proposal is conditioned on the Company having net tangible assets of at least US$5,000,001 after giving effect to any redemptions of Public Shares which are tendered for redemption in connection with the shareholder vote on the Articles Amendment Proposal.

The purpose of the Articles Amendment Proposal is to amend and restate the Memorandum and Articles, in the form of the Second Amended and Restated Memorandum and Articles set forth in Annex A of the accompanying proxy statement, to, among other things, provide the Board with an option to extend

If the Articles Amendment Proposal is not approved and the Company has not consummated an initial business combination by April 26, 2023, or by July 26, 2023 if the Board elects to effect the Second Extension, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem all of 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 (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable ), divided by the number of Public Shares then in issue, which redemption will completely extinguish Public Shareholders’ rights as shareholders including the right to receive further liquidation distributions, if any, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Board, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law.

We believe that the provision of the Memorandum and Articles described in the preceding paragraph was included to protect the Company’s shareholders from having to sustain their investments for an unreasonably long period if the Company failed to find a suitable initial business combination in the timeframe contemplated by the Memorandum and Articles. We also believe, however, that given the Company’s expenditure of time, effort and money to identify potential targets for a potential initial business combination, current circumstances warrant providing those who believe the Company might execute a potential business combination that is an attractive investment opportunity with an opportunity to consider such a transaction, inasmuch as we are also affording shareholders who wish to redeem their Public Shares the opportunity to do so.

A copy of the form of the proposed Second Amended and Restated Memorandum and Articles is attached to this proxy statement as Annex A.

If the Articles Amendment Proposal is not approved and we do not consummate an initial business combination within the applicable time limits as contemplated by our current Memorandum and Articles, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (less up to $100,000 of interest to pay dissolution expenses and which interest shall be 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), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Board, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law.

There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless in the event of our winding up. In the event of a liquidation, holders of our Founder Shares, including our Sponsor and our independent directors, will not receive any monies held in the Trust Account as a result of their ownership of the Founder Shares.

Upon approval of the Articles Amendment Proposal by the requisite number of votes and subject to the Company having net tangible assets of at least $5,000,001 after taking into account any redemption of Public Shares, the Second Amended and Restated Memorandum and Articles will become effective and the Board will have the further option to extend the date by which we have to consummate a business combination to the Third Extended Date (December 31, 2023). The Company will remain a reporting company under the Exchange Act, and its Units, Class A Ordinary Shares and warrants will remain publicly traded.

In the event that the Board elects to exercise the Third Extension, we anticipate we will continue our efforts to complete an initial business combination until the Third Extended Date. Further, if the Articles Amendment Proposal is approved and the Board elects to exercise the Third Extension, our Public Shareholders will have the right to redeem their Public Shares on July 26, 2023 for a pro rata share of the Trust Account calculated in accordance with the Second Amended and Restated Memorandum and Articles.

If the Articles Amendment Proposal is approved and implemented, the removal of the Withdrawal Amount from the Trust Account in connection with shareholder redemptions will reduce the amount held in the Trust Account. The Company cannot predict the amount that will remain in the Trust Account if the Articles Amendment Proposal is approved, and the amount remaining in the Trust Account may be significantly less than the approximately $         that was in the Trust Account as of                 , 2023.

If the Articles Amendment Proposal is approved and the Board exercises the Third Extension but we do not complete a business combination by the Third Extended Date, we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including

In connection with the Articles Amendment Proposal each Public Shareholder may elect to redeem all or a portion of his, her or its Public Shares for 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 not previously released to the Company to pay its taxes, divided by the number of then outstanding Public Shares, provided that the Company shall not redeem Public Shares in an amount that would cause the Company’s net tangible assets to be less than US$5,000,001 following such redemption. If the Articles Amendment Proposal is approved and implemented, holders of Public Shares who do not elect to redeem their Public Shares in connection with the Articles Amendment Proposal will retain the right to redeem their Public Shares in connection with any shareholder vote to approve a proposed initial business combination, or if the Company has not consummated an initial business combination within the applicable time limits outlined in the Second Amended and Restated Memorandum and Articles.

IF YOU HOLD YOUR PUBLIC SHARES IN “STREET NAME”, TO DEMAND REDEMPTION, YOU MUST ENSURE YOUR BANK OR BROKER COMPLIES WITH THE REQUIREMENTS IDENTIFIED HEREIN, INCLUDING SUBMITTING A WRITTEN REQUEST THAT YOUR SHARES BE REDEEMED FOR CASH TO THE TRANSFER AGENT AND DELIVERING YOUR SHARES TO THE TRANSFER AGENT PRIOR TO 5:00 P.M. EASTERN TIME ON           , 2023 (TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE EXTRAORDINARY GENERAL MEETING).

Pursuant to the current Memorandum and Articles, a Public Shareholder may request that the Company redeem all or a portion of such Public Shareholder’s Public Shares for cash if the Articles Amendment Proposal is approved and implemented. You will be entitled to receive cash for any Public Shares to be redeemed only if you:

Through the DTC’s DWAC (Deposit Withdrawal At Custodian) system, this electronic delivery process can be accomplished by the shareholder, whether or not it is a record holder or its shares are held in “street name,” by contacting the transfer agent or its broker and requesting delivery of its shares through the DWAC

Public Shareholders may elect to redeem Public Shares regardless of if or how they vote in respect of the Articles Amendment Proposal, and regardless of whether they hold Public Shares on the record date for the Extraordinary General Meeting. If the Articles Amendment Proposal is not approved, or if the Articles Amendment Proposal is not implemented because the condition that the Company has net tangible assets of at least US$5,000,001 after giving effect to any redemptions of Public Shares which are tendered for redemption is not satisfied, the Public Shares will be returned to the respective holder, broker or bank.

If properly demanded, the Company will redeem each Public Share for 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 not previously released to the Company to pay its taxes, divided by the number of then outstanding Public Shares. Based upon the amount held in the Trust Account as of                 , 2023, which was $      , and estimated interest income and taxes post-                 , 2023, the Company estimates that the per-share price at which Public Shares may be redeemed from cash held in the Trust Account will be approximately $      at the time of the Extraordinary General Meeting. The closing price of Public Shares on                 2023 was $      . The Company cannot assure shareholders that they will be able to sell their Public Shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares.

If you exercise your redemption rights, you will be exchanging your Public Shares for cash and will no longer own such shares. You will have no right to participate in, or have any interest in, the future growth of the Company, if any. You will be entitled to receive cash for your Public Shares only if you properly and timely demand redemption. The Company anticipates that a Public Shareholder who tenders shares for redemption in connection with the vote to approve the Articles Amendment Proposal would receive payment of the redemption price for such shares soon after the completion of the implementation of the Articles Amendment Proposal.

The following discussion summarizes certain U.S. federal income tax considerations generally applicable to U.S. Holders (as defined below) that elect to have all of their Class A Ordinary Shares (actually or constructively owned) redeemed for cash in connection with the approval of the Third Extension. U.S. Holders that elect to have less than all of their Class A Ordinary Shares (actually or constructively owned) redeemed for cash in connection with the approval of the Third Extension should consult their own advisors the U.S. federal income tax consequences of exercising the redemption rights under their particular circumstances.

broker-dealers;

taxpayers that are subject to the mark-to-market accounting rules;

S-corporations;

tax-exempt entities;

governments or agencies or instrumentalities thereof;

insurance companies;

regulated investment companies;

real estate investment trusts;

controlled foreign corporations;

passive foreign investment companies;

expatriates or former long-term residents of the United States;

persons that actually or constructively own five percent or more (by vote or value) of our shares;

persons that acquired our securities pursuant to an exercise of employee share options, in connection with employee share incentive plans or otherwise as compensation;

persons that hold our securities as part of a straddle, constructive sale, hedging, conversion or other integrated or similar transaction;

U.S. Holders whose functional currency is not the U.S. dollar; or

U.S. Holders that own our Class B Ordinary Shares.

The discussion below is based upon the provisions of the Code, the Treasury regulations promulgated thereunder and administrative and judicial interpretations thereof, all as of the date hereof, and such provisions may be repealed, revoked, modified or subject to differing interpretations, possibly on a retroactive basis, so as to result in U.S. federal income tax consequences different from those discussed below. Furthermore, this discussion does not address the potential application of the alternative minimum tax, the Medicare contribution tax, consequences under Section 451(b) of the Code, or any aspect of U.S. federal non-income tax laws, such as gift or estate tax laws, or state, local or non-U.S. tax laws.

We have not sought, and will not seek, a ruling from the IRS as to any U.S. federal income tax consequence described herein. The IRS may disagree with the discussion herein, and its determination may be upheld by a court. Moreover, there can be no assurance that future legislation, regulations, administrative rulings or court decisions will not adversely affect the accuracy of the statements in this discussion.

As used herein, the term “U.S. Holder” means a beneficial owner of Class A Ordinary Shares who or that is for U.S. federal income tax purposes: (1) an individual citizen or resident of the United States; (2) a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) that is created or organized (or treated as created or organized) in or under the laws of the United States, any state thereof or the District of Columbia; (3) an estate the income of which is subject to U.S. federal income taxation regardless of its source; or (4) a trust if (A) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to

This discussion does not consider the tax treatment of partnerships or other pass-through entities or persons who hold our units or Class A Ordinary Shares through such entities. If a partnership (or other entity or arrangement classified as a partnership for U.S. federal income tax purposes) is the owner of Class A Ordinary Shares, the U.S. federal income tax treatment of a partner in the partnership generally will depend on the status of the partner and the activities of the partner and the partnership. Partnerships holding Class A Ordinary Shares and partners in such partnerships are urged to consult their own tax advisors.

EACH INVESTOR IN OUR SECURITIES IS URGED TO CONSULT ITS OWN TAX ADVISOR WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES TO SUCH INVESTOR OF EXERCISING THE REDEMPTION RIGHTS WITH RESPECT TO THE CLASS A ORDRINARY SHARES, INCLUDING THE APPLICABILITY AND EFFECT OF U.S. FEDERAL, STATE, LOCAL, AND NON-U.S. TAX LAWS.

If a U.S. Holder has made a timely and valid QEF election in respect to our Class A Ordinary Shares for our first taxable year as a PFIC in which the U.S. Holder holds (or is deemed to hold) such Class A Ordinary Shares, the U.S. Holder generally will recognize capital gain or loss on the redemption of Class A Ordinary Shares in an amount equal to the difference between (1) the sum of the amount of cash received in the redemption and (2) the U.S. Holder’s adjusted tax basis in its Class A Ordinary Shares redeemed.

If a U.S. Holder has made a valid mark-to-market election for the first taxable year of the U.S. Holder in which the U.S. Holder holds (or is deemed to hold) Class A Ordinary Shares, such U.S. Holder generally will not be subject to the PFIC rules described above on the redemption of Class A Ordinary Shares. Instead, in general, the U.S. Holder will recognize gain or loss in an amount equal to the difference between (1) the sum of the amount of cash received in the redemption and (2) the U.S. Holder’s adjusted tax basis in the Class A Ordinary Shares redeemed. Such gain will be treated as ordinary income. Any loss will be treated as ordinary loss to the extent of the excess (if any) of (1) the amount previously included in gross income of the U.S. Holder over (2) the amount allowed as a deduction, under the mark-to-market election respect to Class A Ordinary Shares for prior taxable years. Any additional losses generally will be treated as capital loss. The U.S. Holder’s adjusted basis in such Class A Ordinary Shares generally will equal the U.S. Holder’s acquisition cost, increased by any mark-to-market gain included in gross income and decreased by the amount of any previously allowed deductions for mark-to-market loss.

The rules dealing with PFICs, including the QEF and mark-to-market elections, are very complex and are affected by various factors in addition to those described above. Accordingly, U.S. Holders of our Class A Ordinary Shares should consult their own tax advisors concerning the application of the PFIC rules to our Class A Ordinary Shares under their particular circumstances.

Payments of proceeds from the redemption of Class A Ordinary Shares, made by a U.S. paying agent or other U.S. intermediary may be subject to information reporting to the IRS and possible U.S. backup withholding. Backup withholding will not apply, however, to a U.S. Holder who furnishes a correct taxpayer identification number and makes other required certifications, or who is otherwise exempt from backup withholding and establishes such exempt status.

Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against a U.S. Holder’s U.S. federal income tax liability, and a U.S. Holder generally may obtain a refund of any excess amounts withheld under the backup withholding rules by timely filing the appropriate claim for refund with the IRS and furnishing any required information. U.S. Holders are urged to consult their own tax advisors regarding the application of backup withholding and the availability of and procedure for obtaining an exemption from backup withholding in their particular circumstances.

Approval of the Articles Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least two-thirds (2/3) of the issued and outstanding Ordinary

If the Articles Amendment Proposal is not approved and we do not consummate an initial business combination within the applicable time limits as contemplated by our current Memorandum and Articles, we will (A) cease all operations except for the purpose of winding up; (B) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of Public Shares then in issue, which redemption will completely extinguish such Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (C) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s directors, liquidate and dissolve, subject, in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination within the applicable time limits and do not otherwise extend according to the parameters outlined in the current Memorandum and Articles of the Company.

Our Sponsor, directors, officers, advisors or any of their affiliates may purchase Public Shares in privately negotiated transactions or in the open market prior to the Extraordinary General Meeting. 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 in such transactions. Any such purchases that are completed after the record date for the Extraordinary General Meeting may include an agreement with a selling shareholder that such shareholder, for so long as it remains the record holder of the shares in question, will vote in favor of the Articles Amendment Proposal and/or will not exercise its redemption rights with respect to the shares so purchased. The purpose of such share purchases and other transactions would be to increase the likelihood that the resolutions to be put to the Extraordinary General Meeting are approved by the requisite number of votes. In the event that such purchases do occur, the purchasers may seek to purchase shares from shareholders who would otherwise have voted against the Articles Amendment Proposal and elected to redeem their shares for a portion of the Trust Account. Any such privately negotiated purchases may be affected at purchase prices that are below or in excess of the per-share pro rata portion of the Trust Account. Any Public Shares held by or subsequently purchased by our affiliates may be voted in favor of the Articles Amendment Proposal and the Adjournment Proposal.

To the extent any such purchases by the Sponsor, the Company’s directors, officers, advisors or any of their respective affiliates are made in situations in which the tender offer rules restrictions on purchases apply, the Company will disclose in a Current Report on Form 8-K prior to the Extraordinary General Meeting the following: (i) the number of Public Shares purchased outside of the redemption offer, along with the purchase price(s) for such Public Shares; (ii) the purpose of any such purchases; (iii) the impact, if any, of the purchases on the likelihood that the Articles Amendment Proposal will be approved; (iv) the identities of the securityholders who sold to the Sponsor, the Company’s directors, officers, advisors or any of their respective affiliates (if not purchased on the open market) or the nature of the securityholders (e.g., 5% security holders) who sold such public shares; and (v) the number of Public Shares for which the Company has received redemption requests pursuant to its redemption offer.

If such transactions are effected, the consequence could be to cause the Articles Amendment Proposal to be effectuated in circumstances where such effectuation could not otherwise occur. Consistent with SEC guidance, shares purchased by the persons described above would not be permitted to be voted for the Articles Amendment Proposal at the Extraordinary General Meeting and could decrease the chances that the Articles Amendment Proposal would be approved. In addition, if such purchases are made, the public “float” of our securities and the number of beneficial holders of our securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

When you consider the recommendation of our Board, you should keep in mind that the Sponsor and the Company’s officers and directors have interests that may be different from, or in addition to, your interests as a shareholder. These interests include, among other things:

The Sponsor and the Company’s officers and directors and their respective affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them related to identifying, investigating, negotiating and completing an initial business combination and, if the Articles Amendment Proposal is not approved and we do not consummate an initial business combination within the applicable time limits as contemplated by our current Memorandum and Articles, they will not have any claim against the Trust Account for reimbursement so that the Company will most likely be unable to reimburse such expenses.

The following table sets forth information regarding the beneficial ownership of our Ordinary Shares as of February 20, 2023 or as otherwise indicated based on information obtained from the persons named below, with respect to the beneficial ownership of shares of our Ordinary Shares, by:

each person known by us to be the beneficial owner of more than 5% of our outstanding Ordinary Shares;

each of our executive officers and directors; and

all our executive officers and directors as a group.

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or will become exercisable within 60 days. Except as described in the footnotes below and subject to applicable community property laws and similar laws, we believe that each person listed below has sole voting and investment power with respect to such shares.

In the table below, percentage ownership is based on 28,125,000 Ordinary Shares, including 22,500,000 Class A Ordinary Shares and 5,625,000 Class B Ordinary Shares outstanding as of February 20, 2023. Voting power represents the combined voting power of Ordinary Shares owned beneficially by such person. On all matters to be voted upon, except for the election or removal of directors of the Board prior to the initial business combination, the holders of the Ordinary Shares vote together as a single class. The table below does not include Ordinary Shares underlying our outstanding warrants because such securities are not exercisable within 60 days.

(Adopted by Special Resolution passed on                 , 2023 and effective on           , 2023)

current report on Form 8-K with the SEC and a press release announcing when such separate trading will begin. Prior to such date, the units can be traded, but the securities comprising such units cannot be traded separately from one another.

Subject to the provisions of the Statute and the rules of the Designated Stock Exchange, the Company may:

issue Shares that are to be redeemed or are liable to be redeemed at the option of the Member or the Company in such manner and upon such other terms as the Directors may determine before the issuance of the Shares; and

purchase its own Shares (including any redeemable Shares) in such manner and on such other terms as the Directors may determine and agree with the relevant Member.

The Company may make a payment in respect of the redemption or purchase of its own Shares in any manner permitted by the Statute, including out of capital.

Members who hold Public Shares are entitled to request the redemption of such Shares in the circumstances described in Article 54; and

Public Shares shall be repurchased by way of tender offer in the circumstances set out in Article 54.

Class B Shares held by the Sponsor shall be surrendered by the Sponsor on a pro rata basis for no consideration to the extent that the Over-Allotment Option is not exercised in full so that the number of issued Class B Shares will equal 20 per cent of the Company’s issued Ordinary Shares after the IPO (exclusive of any Class A Shares purchased in a private placement simultaneously with the IPO).

Any Share in respect of which notice of redemption has been given shall not be entitled to participate in the profits of the Company in respect of the period after the date specified as the date of redemption in the notice of redemption.

The redemption, purchase or surrender of any Share shall not be deemed to give rise to the redemption, purchase or surrender of any other Share.

The Directors may, prior to the purchase, redemption or surrender of any Share, determine that such Share shall be held as a Treasury Share.

No Dividend may be declared or paid, and no other distribution (whether in cash or otherwise) of the Company’s assets (including any distribution of assets to Members on a winding up) may be declared or paid in respect of a Treasury Share.

The Company shall be entered in the Register of Members as the holder of the Treasury Shares provided that:

the Company shall not be treated as a Member for any purpose and shall not exercise any right in respect of the Treasury Shares, and any purported exercise of such a right shall be void; and

Class B Shares in issue shall be converted pursuant to this Article and the denominator of which shall be the total number of Class B Shares in issue at the time of conversion.

direction shall invalidate any prior act of the Directors which would have been valid if that alteration had not been made or that direction had not been given. A duly convened meeting of the Directors at which a quorum is present may exercise all powers exercisable by the Directors.

any such attorneys or authorised signatories as the Directors may think fit and may also authorise any such attorney or authorised signatory to delegate all or any of the powers, authorities and discretions vested in him.

receipts for any Dividends, other distributions, bonuses, or other monies payable in respect of the Share held by them as joint holders.

The Directors, on behalf of the Company, may purchase and maintain insurance for the benefit of any Director or officer of the Company against any liability which, by virtue of any rule of law, would otherwise attach to such Person 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.

The rights to indemnification and advancement of expenses conferred on any Indemnified Person as set out in this Article will not be exclusive of any other rights that any Indemnified Person may have or hereafter acquire.

A holder of Public Shares shall be entitled to receive distributions 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, or a distribution of the Trust Account pursuant to this Article. In no other circumstance shall a holder of Public Shares have any right or interest of any kind in the Trust Account.

After the issue of Public Shares, and prior to the consummation of a Business Combination, the Company shall not issue additional Shares or any other securities that would entitle the holders thereof to:

receive funds from the Trust Account; or

vote as a class with Public Shares on the Company’s initial Business Combination or an amendment to this Article 54.12.

As long as the securities of the Company are listed on a Designated Stock Exchange, the Company must complete one or more Business Combinations having an aggregate fair market value of at least 80 per cent of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discount held in trust) at the time of signing the definitive agreement to enter into such Business Combination. An initial Business Combination must not be effectuated solely with another blank cheque company or a similar company with nominal operations.