Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Submission of Matters to a Vote of Security Holders.

to consider and vote upon a proposal to amend, by way of special resolution, the amended and restated memorandum and articles of association of the Company (the “Extension Amendment Proposal”) to extend the date by which the Company must: (i) consummate a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company and one or more businesses or entities (an “initial business combination”); (ii) cease its operations, except for the purpose of winding up, if it fails to complete such initial business combination; and (iii) redeem 100% of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A ordinary shares”), included as part of the units sold in the Company’s initial public offering that was consummated on October 13, 2021 from October 13, 2023 to October 13, 2024, by electing to extend the date to consummate an initial business combination on a monthly basis for up to twelve (12) times by an additional one month each time, unless the closing of an initial business combination has occurred, provided that the Company’s sponsor (or its affiliates or permitted designees) will deposit into the trust account established in connection with the Company’s initial public offering for each such one-month extension period the lesser of (x) $150,000 or (y) $0.03 per public share that remains outstanding and is not redeemed prior to any such one-month extension, unless the closing of the Company’s initial business combination has occurred, which may be made in exchange for a non-interest bearing promissory note payable upon consummation of an initial business combination;

to consider and vote upon a proposal to amend, by way of special resolution, the amended and restated memorandum and articles of association of the Company (the “Founder Share Amendment Proposal”) to permit for the issuance of Class A ordinary shares to holders of the Company’s Class B ordinary shares, par value $0.0001 per share (“Class B ordinary shares”) upon the exercise of the right of a holder of the Class B ordinary shares to convert such holder’s Class B ordinary shares into Class A ordinary shares on a one-for-one basis at any time and from time to time prior to the closing of an initial business combination at the election of the holder;

to consider and vote upon a proposal to amend, by way of special resolution, the amended and restated memorandum and articles of association of the Company (the “Redemption Limitation Amendment Proposal,” and collectively with the Extension Amendment Proposal and the Founder Share Amendment Proposal, the “Article Amendment Proposals”) to eliminate the limitation that the Company may not redeem Class A ordinary shares in an amount that would cause the Company’s net tangible assets to be less than $5,000,001;

to consider and vote upon a proposal to approve the re-appointment, by way of ordinary resolution by the holders of Class B ordinary shares, each of Alan Howard and Ellen Levy to the board of directors of the Company, to serve until the third annual general meeting of shareholders following the Shareholder Meeting or until his or her successor is elected and qualified (the “Director Appointment Proposal”); and

to consider and vote upon a proposal to approve the adjournment of the Shareholder Meeting to a later date or dates, if necessary (the “Adjournment Proposal”).

Financial Statements and Exhibits.