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| Reports of Independent Registered Public Accounting Firm | F-1 |
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| Balance Sheets as of December 31, 2023 and 2022 | F-2 |
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| Statements of Operations as of December 31, 2023 and December 31, 2022 | F-3 |
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| Statements of Changes in Shareholders’ Deficit as of December 31, 2023 and December 31, 2022 | F-4 |
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| Statements of Cash Flows as of December 31, 2023 and December 31, 2022 | F-5 |
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| Notes to Financial Statements as of December 31, 2022 | F-6 to F-22 |
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| (2) | Financial Statement Schedules: |
None.
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.
| Exhibit No. | | Description |
| 1.1 | | Underwriting Agreement by and among the Company, Credit Suisse Securities (USA) LLC, BofA Securities, Inc. and Goldman Sachs & Co. LLC.(1) |
| 3.1 | | Amended and Restated Memorandum and Articles of Association.(1) |
| 3.2 | | Amendment to Amended and Restated Memorandum and Articles of Association. (3) |
| 3.3 | | Amendment to Amended and Restated Memorandum and Articles of Association. (4) |
| 4.1 | | Specimen Unit Certificate.(2) |
| 4.2 | | Specimen Class A Ordinary Share Certificate.(2) |
| 4.3 | | Specimen Warrant Certificate.(2) |
| 4.4 | | Warrant Agreement between Continental Stock Transfer & Trust Company and the Company.(1) |
| 4.5 | | Description of Registrant’s Securities.* |
| 10.1 | | Investment Management trust account Agreement between Continental Stock Transfer & Trust Company and the Company.(1) |
| 10.2 | | Registration and Shareholder Rights Agreement among the Company, our sponsor, and certain other equityholders named therein.(1) |
| 10.3 | | Private Placement Warrants Purchase Agreement between the Company and our sponsor.(1) |
| 10.4 | | Letter Agreement among the Company, our sponsor, and the Company’s officers and directors.(1) |
| 10.5 | | Administrative Services Agreement between the Company and our sponsor.(1) |
| 10.7 | | Securities Purchase Agreement between the Company and our sponsor.(2) |
| 10.8 | | Promissory Note between the Company and our sponsor, dated as of January 19, 2023. (5) |
| 10.9 | | Promissory Note between the Company and our sponsor, dated as of August 8, 2023. (7). |
| 10.10 | | Promissory Note between the Company and our sponsor, dated as of March 13, 2024. (6) |
| 31.1 | | Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).* |
| 31.2 | | Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).* |
| 32.1 | | Certification of the Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350** |
| 32.2 | | Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350** |
| 97.1 | | Policy Related to Recovery of Erroneously Awarded Compensation.* |
| 101.INS | | XBRL Instance Document* |
| 101.SCH | | XBRL Taxonomy Extension Schema* |
| 101.CAL | | XBRL Taxonomy Extension Calculation Linkbase* |
| 101.DEF | | XBRL Taxonomy Extension Definition Linkbase* |
| 101.LAB | | XBRL Taxonomy Extension Label Linkbase* |
| 101.PRE | | XBRL Taxonomy Extension Presentation Linkbase* |
| 104 | | Cover page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)* |
| (1) | Incorporated by reference to our Current Report on Form 8-K, filed with the SEC on February 5, 2021. |
| (2) | Incorporated by reference to our Registration Statement on Form S-1, as amended, initially filed with the SEC on January 15, 2021. |
| (3) | Incorporated by reference to our Current Report on Form 8-K, filed with the SEC on February 6, 2023. |
| (4) | Incorporated by reference to our Current Report on Form 8-K, filed with the SEC on February 8, 2024. |
| (6) | Incorporated by reference to our Current Report on Form 8-K, filed with the SEC on March 14, 2024. |
| (7) | Incorporated by reference to our Quarterly Report on Form 10-Q, filed with the SEC on August 8, 2023. |
