| ITEM 15. | EXHIBITS, FINANCIAL STATEMENT SCHEDULES |
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| (a) | The following documents are filed as part of this Form 10‑K: |
| (1) | Financial Statements: The financial statements as set forth under Item 8 of this Annual Report are incorporated herein. |
| (2) | Financial Statement Schedules: |
All schedules have been omitted because they are not required, not applicable, not present in amounts sufficient to require submission of the schedule, or the required information is otherwise included in our consolidated financial statements and related notes.
The following exhibits are filed as part of, or incorporated by reference into, this Annual Report.
| Exhibit | Description |
| 3.1 | Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1, filed with the SEC on May 21, 2024). |
| 4.1 | Specimen Ordinary Share Certificate (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-1, filed with the SEC on May 21, 2024). |
| 4.2* | Description of Securities. |
| 10.1 | Private Placement Shares Purchase Agreement between the Company and the Sponsor (incorporated by reference to Exhibit 10.1 of the registrant’s Current Report on Form 8-K (File No. 001-42126) filed with the SEC on June 13, 2024). |
| 10.2 | Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Company (incorporated by reference to Exhibit 10.2 of the registrant’s Current Report on Form 8-K (File No. 001-42126) filed with the SEC on June 13, 2024). |
| 10.3 | Registration and Shareholder Rights Agreement among the Company, the Sponsor and certain other equityholders named therein (incorporated by reference to Exhibit 10.3 of the registrant’s Current Report on Form 8-K (File No. 001-42126) filed with the SEC on June 13, 2024). |
| 10.4 | Letter Agreement among the Company, the Sponsor and the Company’s officers and directors (incorporated by reference to Exhibit 10.4 of the registrant’s Current Report (File No. 001-42126) on Form 8-K filed with the SEC on June 13, 2024). |
| 10.5 | Administrative Services and Indemnification Agreement between the Company and the Sponsor (incorporated by reference to Exhibit 10.5 of the registrant’s Current Report on Form 8-K (File No. 001-42126) filed with the SEC on June 13, 2024). |
| 10.6 | Form of Indemnity Agreement (incorporated by reference to Exhibit 10.4 to the registrant’s Registration Statement on Form S-1, filed with the SEC on May 21, 2024). |
| 10.7 | Promissory Note, dated as of March 27, 2024, issued to the Sponsor (incorporated by reference to Exhibit 10.6 to the registrant’s Registration Statement on Form S-1, filed with the SEC on May 21, 2024). |
| 10.8 | Securities Subscription Agreement, dated March 27, 2024, between the Registrant and the Sponsor (incorporated by reference to Exhibit 10.7 to the registrant’s Registration Statement on Form S-1, filed with the SEC on May 21, 2024). |
| 21.1 | List of Subsidiaries of Registrant (incorporated by reference to Exhibit 21.1 to the registrant’s Registration Statement on Form S-1, filed with the SEC on May 21, 2024). |
| 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 amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002. |
| 31.2* | Certification of the Principal Financial and Accounting Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002. |
| 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. |
| 32.2** | Certification of the Principal Financial and Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002. |
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| 97* | Clawback Policy |
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| 101.INS* | Inline XBRL Instance Document |
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| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document |
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| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
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| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document |
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| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document |
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| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
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| 104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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| ** | Furnished herewith and not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act (whether made before or after the date of the Form 10-K), irrespective of any general incorporation language contained in such filing. |
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