Tribeca Strategic Acquisition Corp.

EX-99.1 · PRESS RELEASE, DATED MAY 28, 2026

EX-99.1
 12
 ea029315601ex99-1.htm
 PRESS RELEASE, DATED MAY 28, 2026

 Exhibit 99.1

 Tribeca Strategic Acquisition Corp. Announces Pricing of $140,000,000
Initial Public Offering

 New York, NY, May 28, 2026 (GLOBE NEWSWIRE)
-- Tribeca Strategic Acquisition Corp. (the “Company”), announced today the pricing of its initial public offering of 14,000,000
units at a price of $10.00 per unit. The units are expected to be listed on the Nasdaq Global Market (“Nasdaq”) and begin
trading on May 29, 2026, under the ticker symbol “BIDWU.” Each unit consists of one Class A ordinary share and one right (the
“Share Right”) to receive one tenth (1/10) of one Class A ordinary share upon the consummation of an initial business combination.
There are no warrants issued publicly or privately in connection with this offering. Once the securities constituting the units begin
separate trading, the Class A ordinary shares and Share Rights are expected to be listed on Nasdaq under the symbols “BID”
and “BIDWR,” respectively. The offering is expected to close on June 1, 2026, subject to customary closing conditions.

 The Company is a blank check company formed
for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business
combination with one or more businesses. Although the Company may pursue an initial business combination in any business or industry
sector or geographical location, it intends to focus on identifying a business combination target in the software, technology, artificial
intelligence, digital asset, clean energy and other high growth sectors .

 BTIG, LLC is acting as sole book-running manager
for the offering and Odeon Capital Group LLC is acting as co-manager for the offering. The Company has granted the underwriters a 45-day
option to purchase up to an additional 2,100,000 units at the initial public offering price to cover over-allotments, if any.

 A registration statement relating to the securities
has been filed with the U.S. Securities and Exchange Commission (“SEC”) and became effective on May 28, 2026. The offering
is being made only by means of a prospectus. When available, copies of the prospectus may be obtained from BTIG, LLC, 65 East 55th Street, New
York, New York 10022, or by email at ProspectusDelivery@btig.com , or by accessing the SEC’s website, www.sec.gov .

 This press release shall not constitute an
offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in
which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
state or jurisdiction.

 Forward-Looking Statements

 This press release contains statements that
constitute “forward-looking statements,” including with respect to the proposed initial public offering, the anticipated use
of the net proceeds from the offering, and search for an initial business combination. No assurance can be given that the offering discussed
above will be completed on the terms described, or at all, or that the net proceeds will be used as indicated, or that the Company will
ultimately complete a business combination transaction.

 Forward-looking statements are subject to
numerous conditions, many of which are beyond the control of the Company, including those set forth in the “Risk Factors”
section of the Company's registration statement and preliminary prospectus for the Company’s initial public offering filed with
the SEC. Copies of these documents are available on the SEC’s website, www.sec.gov . The Company undertakes no
obligation to update these statements for revisions or changes after the date of this release, except as required by law.

 Company Contact:

 Tribeca Strategic Acquisition Corp.

1301 Avenue of the Americas, 6 th Floor

New York, NY 10019

Attn: Timothy Ramdeen

 TRamdeen@tribeca-spac.com

 (646) 593-7050

EX-99.2 · PRESS RELEASE, DATED JUNE 1, 2026

EX-99.2
 13
 ea029315601ex99-2.htm
 PRESS RELEASE, DATED JUNE 1, 2026

 Exhibit 99.2

 Tribeca Strategic Acquisition Corp. Announces Closing of $140,000,000
Initial Public Offering

 New York, June 01, 2026
(GLOBE NEWSWIRE) -- Tribeca Strategic Acquisition Corp. (the “Company”), announced today the closing of its initial
public offering of 14,000,000 units at a price of $10.00 per unit, which resulted in gross proceeds of $140,000,000. The units are listed
on the Nasdaq Global Market (“Nasdaq”) and began trading on May 29, 2026, under the ticker symbol “BIDWU.”
Each unit consists of one Class A ordinary share and one right (the “Share Right”) to receive one tenth (1/10) of one Class
A ordinary share upon the consummation of an initial business combination. There are no warrants issued publicly or privately in
connection with this offering. Once the securities constituting the units begin separate trading, the Class A ordinary shares and Share
Rights are expected to be listed on Nasdaq under the symbols “BID” and “BIDWR,” respectively.

 Concurrently with the closing of the initial
public offering, the Company closed on a private placement of 470,000 units at a price of $10.00 per unit, resulting in gross proceeds
of $4,700,000. Tribeca Strategic Partners Holdco LLC, the Company’s sponsor, purchased 330,000 of the private placement units and
BTIG, LLC purchased 140,000 of the private placement units. Each private placement unit consists of one Class A ordinary share and one
Share Right. Of the proceeds received from the consummation of the initial public offering and the simultaneous private placement of units,
$140,350,000 (or $10.025 per unit sold in the public offering) was placed in trust.

 The Company is a blank check company formed
for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business
combination with one or more businesses. Although the Company may pursue an initial business combination in any business or industry
sector or geographical location, it intends to focus on identifying a business combination target in the software, technology, artificial
intelligence, digital asset, clean energy and other high growth sectors .

 BTIG, LLC acted as sole book-running manager
for the offering and Odeon Capital Group LLC acted as co-manager for the offering. The Company has granted the underwriters a 45-day option
to purchase up to an additional 2,100,000 units at the initial public offering price to cover over-allotments, if any.

 A registration statement relating to the securities
was filed with the U.S. Securities and Exchange Commission (“SEC”) and became effective on May 28, 2026. The offering
was made only by means of a prospectus. Copies of the prospectus may be obtained from BTIG, LLC, 65 East 55th Street, New York, New
York 10022, or by email at ProspectusDelivery@btig.com , or by accessing the SEC’s website, www.sec.gov .

 This press release shall not constitute an
offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in
which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
state or jurisdiction.

 Forward-Looking Statements

 This press release contains statements that
constitute “forward-looking statements,” including with respect to the anticipated use of the net proceeds from the offering
and simultaneous private placement and search for an initial business combination. No assurance can be given that the net proceeds will
be used as indicated or that the Company will ultimately complete a business combination transaction.

 Forward-looking statements are subject to
numerous conditions, many of which are beyond the control of the Company, including those set forth in the “Risk Factors”
section of the Company's registration statement and prospectus for the Company’s initial public offering filed with the SEC. Copies
of these documents are available on the SEC’s website, www.sec.gov . The Company undertakes no obligation to update
these statements for revisions or changes after the date of this release, except as required by law.

 Company Contact:

 Tribeca Strategic Acquisition Corp.

1301 Avenue of the Americas, 6 th Floor

New York, NY 10019

Attn: Timothy Ramdeen

 TRamdeen@tribeca-spac.com

 (646) 593-7050

EX-1.1 · UNDERWRITING AGREEMENT, DATED MAY 28, 2026, BY AND BETWEEN THE COMPANY AND BTIG,

EX-1.1
 2
 ea029315601ex1-1.htm
 UNDERWRITING AGREEMENT, DATED MAY 28, 2026, BY AND BETWEEN THE COMPANY AND BTIG, LLC AS REPRESENTATIVE OF THE UNDERWRITERS

 Exhibit 1.1

 Execution Version

 Underwriting Agreement

between

Tribeca Strategic Acquisition Corp.

and

BTIG, LLC

Dated May 28, 2026

(the “Agreement”)

 TRIBECA STRATEGIC ACQUISITION CORP.

UNDERWRITING AGREEMENT

 New York, New York

 May 28, 2026

 BTIG, LLC

 65 E. 55 th Street

 New York, New York 10022

 As Representative of the Underwriters

 named on Schedule A hereto

 Ladies and Gentlemen:

 The undersigned, Tribeca Strategic
Acquisition Corp., a Cayman Islands exempted company (the “ Company ”), hereby confirms its agreement with BTIG, LLC
(“ BTIG ” or the “ Representative ”) and with the other underwriters named on Schedule A hereto
(if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively
referred to herein as the “ Underwriters ” or, each underwriter individually, an “ Underwriter, ” provided
that, if only BTIG is listed on such Schedule A , any references to the Underwriters shall refer exclusively to BTIG) as follows:

 1. Purchase and Sale of Securities .

 1.1 Firm Securities .

 1.1.1 Purchase of
Firm Units . On the basis of the representations and warranties contained herein,
but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally
and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 14,000,000 units
of the Company (the “ Firm Units ”), ratably in accordance with the number of Firm Units set forth opposite the name
of such Underwriter in Schedule A attached hereto, at a purchase price (net of discounts and commissions, excluding the Deferred
Underwriting Commission (as defined below)) of $9.80 per Firm Unit. The Firm Units are to be offered initially to the public (the offering
of the Firm Units and any Option Units (as defined below) together, the “ Offering ”) at the offering price of $10.00
per Firm Unit. Each Firm Unit consists of one Class A ordinary share, of $0.0001 par value, of the Company (the “ Class A Ordinary
Shares ”) and one right to receive one-tenth (1/10) of one Class A Ordinary Share upon the consummation of a Business Combination
(as defined below) (the “ Rights ”). The Class A Ordinary Shares and the Rights included in the Firm Units (and the Class
A Ordinary Shares and the Rights included in the Option Units, if any) will trade separately on the 52 nd day following the
date hereof (or, if such date is not a Business Day (as defined below), on the following Business Day) unless the Representative determines
to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Class A Ordinary Shares and
the Rights included in either the Firm Units or the Option Units trade separately until (i) the Company has filed with the U.S. Securities
and Exchange Commission (the “ Commission ”) a Current Report on Form 8-K that includes an audited balance sheet reflecting
the Company’s receipt of the proceeds of the Offering and the Unit Private Placement (as defined in Section 1.4.2 ) and updated
financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (as defined below)
if such option is exercised prior to the filing of the Current Report on Form 8-K and (ii) the Company has filed with the Commission a
Current Report on Form 8-K and issued a press release announcing when such separate trading will begin. Each holder of a Right will automatically
receive one-tenth (1/10) of one Class A Ordinary Share, subject to adjustment, upon the consummation by the Company of a merger, amalgamation,
share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “ Business
Combination ”). In the event the Company is not the surviving company upon completion of the Business Combination, each holder
of a Right will be required to affirmatively convert its Rights in order to receive one-tenth (1/10) of one Class A Ordinary Share underlying
each Right upon the consummation of the Business Combination.

 1.1.2 Payment and
Delivery . Delivery and payment for the Firm Units shall be made at 10:00 a.m., New York City time, on the first Business Day (as defined
below) following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative
and the Company, at the offices of DLA Piper LLP (US), counsel to the Underwriters (“ DLA Piper ”), or at such other
place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units is called
the “ Closing Date .” Payment for the Firm Units shall be made on the Closing Date by wire transfer in Federal (same
day) funds, payable as follows: $140,350,000 of the proceeds received by the Company for the Firm Units and the sale of Private Placement
Units (as defined in Section 1.4.2 ) shall be deposited in the trust account (the “ Trust Account ”) established
by the Company for the benefit of the Public Shareholders (as defined below), as described in the Registration Statement (as defined in
 Section 2.1.1 ) pursuant to the terms of an Investment Management Trust Agreement (the “ Trust Agreement ”) between
the Company and Efficiency INC. (“ Efficiency ”). The funds deposited in the Trust Account shall include an aggregate
of $4,900,000 ($0.35 per Firm Unit), payable to the Underwriters as Deferred Underwriting Commission, in accordance with Section 1.4
hereof. The remaining proceeds (less commissions and actual expense payments or other fees payable pursuant to this Agreement), if any,
shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance reasonably satisfactory
to the Representative) representing the Firm Units (or through the facilities of the Depository Trust Company (“ DTC ”))
for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as
the Representative may request in writing at least two full Business Days prior to the Closing Date. The Company will permit the Representative
to examine and package the Firm Units for delivery, at least one full Business Day prior to the Closing Date. The Company shall not be
obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used
herein, the term “ Public Shareholders ” means the holders of Class A Ordinary Shares sold as part of the Units in the
Offering or acquired in the aftermarket, including the Sponsor (as defined below), any member of the Sponsor or any officer or director
of the Company, to the extent, he, she or it acquires such Class A Ordinary Shares in the aftermarket (and solely with respect to such
Class A Ordinary Shares). “ Business Day ” means any day other than Saturday, Sunday or other day on which commercial
banks in The City of New York are authorized or required by law to remain closed; provided , however , for clarification,
commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”,
“non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the
direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial
banks in The City of New York generally are open for use by customers on such day.

 1.2 Over-Allotment Option .

 1.2.1 Option Units .
The Underwriters are hereby granted an option (the “ Over-allotment Option ”) to purchase, ratably in accordance with
the number of Firm Units to be purchased by each of them, up to an additional 2,100,000 units (the “ Option Units ”),
the net proceeds of which, together with the proceeds of the Option Private Placement Units (as defined below), will be deposited in the
Trust Account, for the purposes of covering any over-allotments in connection with the distribution and sale of the Firm Units. Such Option
Units shall be identical in all respects to the Firm Units and shall be sold at the same purchase price per Firm Unit to be paid by the
Underwriters to the Company. The Firm Units and the Option Units are hereinafter collectively referred to as the “ Units ,”
and the Units, the Class A Ordinary Shares, the Rights included in the Units and the Class A Ordinary Shares issuable upon the conversion
of the Rights are hereinafter referred to collectively as the “ Public Securities .” No Option Units shall be sold or
delivered unless the Firm Units previously have been, or simultaneously are, sold and delivered. The right to purchase the Option Units,
or any portion thereof, may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated
at any time upon notice by the Representative to the Company. The purchase price to be paid for each Option Unit will be the price set
forth in Section 1.2.3 hereof.

 2

 1.2.2 Exercise of
Option . The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all
(at any time) or any part (from time to time) of the Option Units within 45 days after the effective date (“ Effective Date ”)
of the Registration Statement (as defined in Section 2.1.1 hereof). The Underwriters will not be under any obligation to purchase
any Option Units prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the
giving of oral notice to the Company by the Representative, which must be confirmed in accordance with Section 10.1 herein setting
forth the number of Option Units to be purchased and the date and time for delivery of and payment for the Option Units (the “ Option
Closing Date ”), which will not be later than five full Business Days after the date of the notice or such other time and in
such other manner as shall be agreed upon by the Company and the Representative, at the offices of DLA Piper or at such other place (including
remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery
and payment for the Option Units does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon
exercise of the Over-allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and
conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Units specified in such notice.

 1.2.3 Payment and
Delivery . Payment for the Option Units shall be made on the Option Closing Date by wire transfer in Federal (same day) funds, payable
as follows: $9.80 per Option Unit shall be deposited in the Trust Account pursuant to the Trust Agreement upon delivery to the Representative
of certificates (in form and substance satisfactory to the Representative) representing the Option Units (or through the facilities of
DTC) for the account of the Representative. The amount of the payments for the Option Units to be deposited in the Trust Account will
include $0.35 per Option Unit (up to $735,000), payable to the Underwriters, as Deferred Underwriting Commission, in accordance with Section
1.4 hereof. The certificates representing the Option Units to be delivered will be in such denominations and registered in such names
as the Representative requests in writing not less than two full Business Days prior to the Closing Date or the Option Closing Date, as
the case may be. The Company shall not be obligated to sell or deliver the Option Units except upon tender of payment by the Underwriters
for applicable Option Units.

 1.3 Representative Shares

 1.3.1. Shares .
As additional consideration, the Company hereby agrees to issue to
the Underwriters (and/or their designees) an aggregate of 140,000 Class A Ordinary Shares (the “ Representative Shares ”).
The Representative Shares will be purchased in a private placement exempt from registration under the Securities Act of 1933, as amended
(the “ Act ”), and will not become freely tradable until after certain conditions are met or until the Representative
Shares are registered for resale under the Act.

 1.3.2. Transfer and other Restrictions . The Underwriters
hereby agree not to transfer, assign or sell any of the Representative Shares until the completion of the initial Business Combination.
In addition, the Underwriters hereby agree (i) to waive their redemption rights with respect to the Representative Shares in connection
with the completion of the initial Business Combination (ii) to waive their redemption rights with respect to the Representative Shares
in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association
(A) to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company does not complete
its initial Business Combination within 21 months from the closing of the Offering or (B) with respect to any other provision relating
to shareholders’ rights or pre-initial business combination activity and (iii) to waive their rights to liquidating distributions
from the Trust Account with respect to the Representative Shares if the Company fails to complete the initial Business Combination within
21 months from the closing of the Offering. In compliance with FINRA Rule 5110(e)(1), the Underwriters will not sell, transfer, assign,
pledge or hypothecate the Representative Shares, or cause the Representative Shares to be the subject of any hedging, short sale, derivative,
put, or call transaction that would result in the effective economic disposition of the Representative Shares by any person, for a period
of 180 days from the commencement of sales in the offering except as provided in FINRA Rule 5110(e)(2). On and after the 181st day following
the Effective Date, transfers to others may be made subject to compliance with or exemptions from applicable securities laws, provided
that all securities so transferred remain subject to the lockup restriction above for the remainder of the time period. The Underwriters
further agree to vote in favor of any initial Business Combination presented to the Company’s shareholders.

 3

 1.3.3. Delivery and
Payment . Delivery and payment of the Representative Shares shall be made on the Closing Date. On such date, the Company shall deliver
to the Underwriters its designees upon payment therefor, the Representative Shares in book-entry form in the name or names and in such
authorized denominations as the Underwriters may request.

 1.3.4. Representations
and Warranties of the Underwriters . The Representative, on behalf of the Underwriters, represents and warrants to the Company as follows:

 1.3.4.1. Accredited
Investor . It is an “accredited investor” as such term is defined in Rule 501 (a) of Regulation D under the Act, and acknowledges
that the sale contemplated hereby is being made in reliance, among other things, on a private placement exemption to “accredited
investors” under the Act and similar exemptions under state law.

 1.3.4.2. Intent .
It is purchasing the Representative Shares solely for investment purposes, for its own account (and/or for the account or benefit of its
members or affiliates, as permitted, pursuant to the terms hereof), and not with a view to the distribution thereof in violation of the
Act and it has no present arrangement to sell the Representative Shares to or through any person or entity except as may be permitted
hereunder. It shall not engage in hedging transactions with regard to the Representative Shares unless in compliance with the Act.

 1.3.4.3. Restrictions
on Transfer . It acknowledges and understands that the Representative Shares are being offered in a transaction not involving a public
offering in the United States within the meaning of the Act. The Representative Shares have not been registered under the Act and, if
in the future it decides to offer, resell, pledge or otherwise transfer the Representative Shares, the Representative Shares may be offered,
resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Act, (B) pursuant to
an exemption from registration under Rule 144 promulgated under the Act, if available, or (C) pursuant to any other available exemption
from the registration requirements of the Act, and in each case in accordance with any applicable laws of any state or any other jurisdiction.
Notwithstanding the foregoing, it acknowledges and understands that the Representative Shares are subject to transfer restrictions as
described in Section 1.3.2 hereof. It agrees that if any transfer of its Representative Shares or any interest therein is proposed to
be made, as a condition precedent to any such transfer, it may be required to deliver to the Company an opinion of counsel satisfactory
to the Company with respect to such transfer. Absent registration or another available exemption from registration, it agrees that it
will not resell the Representative Shares (unless otherwise permitted pursuant to the terms hereof). It further acknowledges that because
the Company is a shell company, Rule 144 may not be available to it for the resale of the Representative Shares until the one year anniversary
following consummation of the initial Business Combination of the Company, despite technical compliance with the requirements of Rule
144 and the release or waiver of any contractual transfer restrictions.

 1.3.4.4. Sophisticated
Investor .

 a) It (a) has such knowledge,
sophistication and experience in business and financial matters that it is capable of evaluating the merits, risks and benefits of the
investment in the Representative Shares and (b) has been granted the opportunity to ask questions of, and receive satisfactory answers
from, representatives of the Company concerning the Company’s business affairs and financial condition and the terms and conditions
of the investment in the Representative Shares and has had the opportunity to obtain and has obtained any additional information which
it deems necessary regarding such purchase.

 4

 b) It is aware that an investment
in the Representative Shares is highly speculative and subject to substantial risks because, among other things, (a) the Representative
Shares are subject to transfer restrictions and have not been registered under the Act and therefore cannot be sold unless subsequently
registered under the Act or an exemption from such registration is available and (b) each of the Underwriters has waived its redemption
rights with respect to the Representative Shares as set forth in Section 1.3.2 hereof, and the Representative Shares held by it are not
entitled to, and have no right, interest or claim to any monies held in the Trust Account, and accordingly it may suffer a loss of a portion
or all of its investment in the Representative Shares. It is able to bear the economic risk of its investment in the Representative Shares
for an indefinite period of time.

 1.3.4.5. No Legal Advice
from Company . It acknowledges it has had the opportunity to review the Agreement and the transactions contemplated by the Agreement
and the other agreements entered into between the parties hereto with its own legal counsel and investment and tax advisors. Except for
any statements or representations of the Company made in the Agreement and the other agreements entered into between the parties hereto,
it is relying solely on such counsel and advisors and not on any statements or representations of the Company or any of its representatives
or agents for legal, tax or investment advice with respect to this investment, the transactions contemplated by the Agreement or the securities
laws of any jurisdiction.

 1.3.4.6. Reliance
on Representations and Warranties . It understands the Representative Shares are being offered and sold to the Underwriters in reliance
on exemptions from the registration requirements under the Act, and analogous provisions in the laws and regulations of various states,
and that the Company is relying upon the truth and accuracy of its representations, warranties, agreements, acknowledgments and understandings
set forth in the Agreement in order to determine the applicability of such provisions.

 1.3.4.7. No General
Solicitation . It is not subscribing for the Representative Shares as a result of or subsequent to any general solicitation or general
advertising, including but not limited to any advertisement, article, notice or other communication published in any newspaper, magazine,
or similar media or broadcast over television or radio, or presented at any seminar or meeting or in a registration statement with respect
to the Offering filed with the Commission.

 1.3.5. Legend .
The certificates (if any) evidencing the Representative Shares will bear the following restrictive legend (the “ Legend ”)
and appropriate “stop transfer” instructions:

 “THE SECURITIES REPRESENTED
BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS CORPORATION, IS AVAILABLE.

 THE SECURITIES REPRESENTED
BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PURSUANT TO AN UNDERWRITING AGREEMENT BETWEEN TRIBECA STRATEGIC ACQUISITION CORP. AND BTIG,
LLC AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET
FORTH IN THE UNDERWRITING AGREEMENT.”

 1.4 Deferred Underwriting
Commission . The Representative agrees that 3.50% of the gross proceeds from the sale of the Firm Units ($4,900,000) and 3.50% of the
gross proceeds from the sale of the Option Units (up to $735,000) (collectively, the “ Deferred Underwriting Commission ”),
will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representative
for its own account upon consummation of the Company’s initial Business Combination. In the event that the Company is unable to
consummate a Business Combination and Efficiency, as the trustee of the Trust Account (in this context, the “ Trustee ”),
commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative agrees that: (i) the Representative
shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; and (ii) the
Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata
basis among the Public Shareholders. Any Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of
the purchase price for the Units purchased by such Underwriter on the closing of the Offering (including payment of the purchase price
of any Option Units) and will be paid if and when the Company consummates its Business Combination, without any further conditions. Notwithstanding
the foregoing, the Deferred Underwriting Commission shall be payable as follows: (i) $0.175 per Unit shall be paid to the Representative
in cash upon the closing of the Business Combination and (ii) up to $0.175 per Unit shall be paid to the Representative in cash upon the
closing of the Business Combination, with such amount (the “ Trust Account Portion ”) to be determined pursuant to the
formula set forth in Section 1.4.1 below.

 5

 1.4.1 Trust Account Portion .
The Trust Account Portion shall be determined by multiplying (i) a
fraction, the numerator of which is the number of Class A Ordinary Shares sold in the Offering (the “ Public Shares ”)
outstanding immediately prior to the consummation of the Business Combination, net of any Public Shares that have been submitted for redemption
by Public Shareholders who have properly exercised their redemption rights and net of any Public Shares held by Public Shareholders that
have entered into forward purchase agreements or other arrangements whereby the Company has a contractual obligation to repurchase such
Public Shares after the closing of the Business Combination, and the denominator of which is the number of Public Shares outstanding at
the Closing Date (or Option Closing Date, if applicable) by (ii) $0.175 per Unit.

 1.5 Private Placements .

 1.5.1 Founder Shares . On October 20, 2025, Tribeca Strategic
Partners LLC, a Delaware limited liability company (“ TSP ”), purchased from the Company an aggregate of 6,708,333 Class
B ordinary shares, par value $0.0001 per share, of the Company (the “ Founder Shares ”), for an aggregate purchase price
of $10,000, in a private placement exempt from registration under the Act, pursuant to Section 4(a)(2) of the Act. No underwriting
discounts, commissions or placement fees have been or will be payable in connection with the purchase of Founder Shares. On March 16,
2026, TSP contributed all of the Founder Shares held by TSP to Tribeca Strategic Partners Holdco LLC (the “ Sponsor ”)
in exchange for units of the Sponsor. On April 16, 2026, the Sponsor surrendered 1,341,666 Founder Shares for no consideration. On May
28, 2026, the Sponsor transferred an aggregate of 80,000 Founder Shares to the Company’s independent director nominees. Except as
described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor until the earlier
of: (i) six months after the completion of the Company’s initial Business Combination, or earlier if, subsequent to such Business
Combination, the closing price of the Company’s Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share
sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day
period commencing at least 30 days after such Business Combination or (ii) the date following the completion of such Business Combination
on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s
shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property. The holders of Founder
Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company
fails to consummate a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder
Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder
Shares (up to 700,000 Founder Shares) such that the Founder Shares then outstanding will comprise 25% of the issued and outstanding shares
of the Company after giving effect to the Offering and the exercise, if any, of the Over-allotment Option (not including the Private Placement
Shares (as defined below) and the Representative Shares).

 1.5.2 Unit Private
Placement . Simultaneously with the Closing Date, the Sponsor and the Representative will purchase from the Company, pursuant to the
Purchase Agreements (as defined in Section 2.21.2 hereof), an aggregate of 470,000 private placement units (330,000 private placement
units to be purchased by the Sponsor and 140,000 private placement units to be purchased by the Representative), at a purchase price of
$10.00 per unit (the “ Private Placement Units ”) in a private placement intended to be exempt from registration under
Act, pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor and the Representative
will purchase from the Company pursuant to the Purchase Agreements (as defined in Section 2.21.2 hereof) an aggregate of up to
an additional 47,250 Private Placement Units (up to 5,250 Private Placement Units to be purchased by the Sponsor and up to 42,000 Private
Placement Units to be purchased by the Representative), at a purchase price of $10.00 per Private Placement Unit in a private placement
intended to be exempt from registration under the Act, pursuant to Section 4(a)(2) of the Act (the “ Option Private Placement
Units ”). The Private Placement Units and Option Private Placement Units, if any, are substantially identical to the Firm Units,
subject to certain exceptions. The private placement of the Private Placement Units and the Option Private Placement Units, if any, is
referred to herein as the “ Unit Private Placement .” None of the Private Placement Units, the Option Private Placement
Units, the Class A Ordinary Shares (the “ Private Placement Shares ”) or the Rights (the “ Private Placement
Rights ”) comprising part of the Private Placement Units, and the Option Private Placement Units, or the Class A Ordinary Shares
underlying the Private Placement Rights, may be sold, assigned or transferred by the purchasers or their permitted transferees until 30 days
after the completion of the Company’s initial Business Combination. Certain proceeds from the sale of the Private Placement Units
and certain proceeds from the sale of the Option Private Placement Units, if any, shall be deposited into the Trust Account. The holders
of the Private Placement Shares shall not have redemption rights with respect to the Private Placement Shares. In addition, for as long
as any Private Placement Units, Option Private Placement Units, underlying Private Placement Shares and underlying Private Placement Rights
are held by the Representative or its designees or affiliates, such Private Placement Units, Option Private Placement Units, the underlying
Private Placement Shares, the underlying Private Placement Rights and the Class A Ordinary Shares issuable upon the conversion of the
Private Placement Rights will be subject to the lock-up and registration rights limitations imposed by FINRA Rule 5110.

 6

 1.5.3 The Private Placement
Units, the Option Private Placement Units, if any, the Private Placement Shares, the Private Placement Rights and the Class A Ordinary
Shares issuable upon conversion of the Private Placement Rights included in the Private Placement Units and the Option Private Placement
Units, if any, are hereinafter referred to collectively as the “ Placement Securities .” No underwriting discounts, commissions
or placement fees have been or will be payable in connection with the Placement Securities. The Public Securities, the Placement Securities
and the Founder Shares are hereinafter referred to collectively as the “ Securities .”

 1.6 Working Capital .
Upon consummation of the Offering, it is intended that approximately $900,000 (whether or not the Over-allotment Option is exercised)
of the Offering proceeds and the Unit Private Placement will be released to the Company and held outside of the Trust Account to fund
the working capital requirements of the Company.

 1.7 Interest Income .
Prior to the Company’s consummation of a Business Combination or the Company’s liquidation, interest earned on the Trust Account
may be released to the Company from the Trust Account in accordance with the terms of the Trust Agreement to pay any taxes incurred by
the Company (other than excise or similar tax that may be due or payable) and up to $100,000 for dissolution expenses, all as more fully
described in the Prospectus (as defined below).

 2. Representations and Warranties of the
Company . The Company represents and warrants to the Underwriters as follows:

 2.1 Filing of Registration
Statement .

 2.1.1 Pursuant to the Act . The Company has filed with the
Commission a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-291431), including any related preliminary
prospectus (“ Preliminary Prospectus ”), including any prospectus that is included in the Registration Statement (as
defined below) immediately prior to the effectiveness of the Registration Statement, for the registration of the Units (and the Class
A Ordinary Shares and the Rights included in the Units) under the Act, which registration statement and amendment or amendments have been
prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the “ Regulations ”)
of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General
Instructions to such Form, have been satisfied. Except as the context may otherwise require, such registration statement, as amended,
on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements,
schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof
as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “ Registration Statement ,” and
the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final
prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations, filed by the Company
with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called the “ Prospectus .” For purposes
of this Agreement, “ Time of Sale ,” as used in the Act, means 4:30pm New York City time, on the date of this Agreement.
Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on May
22, 2026, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “ Sale
Preliminary Prospectus ”). If the Company has filed, or is required pursuant to the terms hereof to file, a Registration Statement
pursuant to Rule 462(b) under the Act registering additional securities or an amendment to such Registration Statement (a “ Rule
462(b) Registration Statement ”), then, unless otherwise specified, any reference herein to the term “ Registration Statement ”
shall be deemed to include such Rule 462(b) Registration Statement. Other than the Rule 462(b) Registration Statement, which, if filed,
becomes effective upon filing, no other document with respect to the Registration Statement has been filed with the Commission. All of
the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement or, if any Rule 462(b)
Registration Statement is filed, will be duly registered for public sale under the Act with the filing of such Rule 462(b) Registration
Statement. The Registration Statement has been declared effective by the Commission on the date hereof. If, subsequent to the date of
this Agreement, the Company or the Representative determines that at the Time of Sale, the Sale Preliminary Prospectus includes an untrue
statement of a material fact or omits a statement of material fact necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading and the Company and the Representative agree to provide an opportunity to purchasers of the
Units to terminate their old purchase contracts and enter into new purchase contracts, then the Sale Preliminary Prospectus will be deemed
to include any additional information available to purchasers at the time of entry into the first such new purchase contract.

 7

 2.1.2 Pursuant to the Exchange Act . The Company has filed
with the Commission a Registration Statement on Form 8-A (File No. 001-43318) providing for the registration under the Securities Exchange
Act of 1934, as amended (the “ Exchange Act ”), of the Units, the Class A Ordinary Shares and the Rights. The registration
of the Units, Class A Ordinary Shares and the Rights under the Exchange Act has been declared effective by the Commission on the date
hereof and the Units, the Class A Ordinary Shares and the Rights have been registered pursuant to Section 12(b) of the Exchange Act.

 2.1.3 No Stop Orders,
Etc . Neither the Commission nor, to the Company’s knowledge, assuming reasonable inquiry, any federal, state or other regulatory
authority has issued any order or threatened to issue any order preventing or suspending the use of the Registration Statement, any Preliminary
Prospectus, the Sale Preliminary Prospectus or Prospectus or any part thereof, or has instituted or, to the Company’s knowledge,
assuming reasonable inquiry, threatened to institute any proceedings with respect to such an order.

 2.2 Disclosures in Registration
Statement .

 2.2.1 10b-5 Representation .
At the time of effectiveness of the Registration Statement (or at the time of any post-effective amendment to the Registration Statement)
and at all times subsequent thereto up to the Closing Date and the Option Closing Date, if any, the Registration Statement, the Sale Preliminary
Prospectus and the Prospectus did and will, in all material respects, conform to the requirements of the Act and the Regulations. The
Registration Statement, as of the Effective Date, did not, and the amendments and supplements thereto, as of their respective dates, will
not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein, or necessary to
make the statements therein, not misleading. The Prospectus, as of its date and the Closing Date or the Option Closing Date, as the case
may be, did not and will not, and the amendments and supplements thereto, as of their respective dates, will not, include any untrue statement
of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading. The Sale Preliminary Prospectus, as of the Time of Sale (or such subsequent Time of Sale pursuant
to Section 2.1.1 ), did not include any untrue statement of a material fact or omit to state a material fact necessary in order
to make the statements therein, in the light of the circumstances under which they were made, not misleading. When any Preliminary Prospectus
or the Sale Preliminary Prospectus was first filed with the Commission (whether filed as part of the Registration Statement for the registration
of the Public Securities or any amendment thereto or pursuant to Rule 424(a) of the Regulations) and when any amendment thereof or supplement
thereto was first filed with the Commission, such Preliminary Prospectus or the Sale Preliminary Prospectus and any amendments thereof
and supplements thereto complied or will have been corrected in the Sale Preliminary Prospectus and the Prospectus to comply in all material
respects with the applicable provisions of the Act and the Regulations and did not and will not contain an untrue statement of a material
fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading. The representation and warranty made in this Section 2.2.1 does
not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company
with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Sale Preliminary Prospectus
or the Prospectus or any amendment thereof or supplement thereto. The parties acknowledge and agree that such information provided by
or on behalf of the Underwriters consists solely of the following: the names of the Underwriters, the information with respect to stabilizing
transactions contained in the section entitled “Underwriting–Stabilization and Other Transactions” and the identity
of counsel to the Underwriters contained in the section entitled “Legal Matters” (such information, collectively, the “ Underwriters’
Information ”).

 8

 2.2.2 Disclosure of
Agreements . The agreements and documents described in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus
conform to the descriptions thereof contained therein in all material respects and there are no agreements or other documents required
to be described in the Registration Statement, the Sale Preliminary Prospectus or the Prospectus or to be filed with the Commission as
exhibits to the Registration Statement, that have not been so described or filed. Each agreement or other instrument (however characterized
or described) to which the Company is a party or by which its property or business is or may be bound or affected and (i) that is
referred to in the Registration Statement, Sale Preliminary Prospectus or the Prospectus or attached as an exhibit thereto, or (ii) that
is material to the Company’s business, has been duly authorized and validly executed by the Company, is in full force and effect
and is enforceable against the Company and, to the Company’s knowledge, assuming reasonable inquiry, the other parties thereto,
in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar
laws affecting creditors’ rights generally, (y) as enforceability of any indemnification or contribution provision may be limited
under the foreign, federal and state securities laws, and (z) that the remedy of specific performance and injunctive and other forms
of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may
be brought, and no such agreement or instrument has been assigned by the Company, and neither the Company nor, to the Company’s
knowledge, assuming reasonable inquiry, any other party is in breach or default thereunder and, to the Company’s knowledge, assuming
reasonable inquiry, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a breach or
default thereunder. To the Company’s knowledge, assuming reasonable inquiry, the performance by the Company of the material provisions
of such agreements or instruments will not result in a violation of any existing applicable law, rule, regulation, judgment, order or
decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its assets or businesses,
including, without limitation, those relating to environmental laws and regulations.

 2.2.3 Prior Securities
Transactions . No securities of the Company have been sold by the Company or by or on behalf of, or for the benefit of, any person
or persons controlling, controlled by, or under common control with the Company since the date of the Company’s formation, except
as disclosed in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus.

 2.2.4 Regulations .
The disclosures in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus concerning the effects of federal, foreign,
state and local regulation on the Company’s business as currently contemplated are correct in all material respects and do not omit
to state a material fact necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading.

 2.3 Changes After Dates
in Registration Statement .

 2.3.1 No Material
Adverse Change . Since the respective dates as of which information is given in the Registration Statement, the Sale Preliminary Prospectus
and the Prospectus, except as otherwise specifically stated therein, (i) there has been no material adverse change in the condition,
financial or otherwise, or business prospects of the Company, (ii) there have been no material transactions entered into by the Company,
other than as contemplated pursuant to this Agreement, (iii) no member of the Company’s board of directors (the “ Board
of Directors ”) or management has resigned from any position with the Company, other than a change in the title of such officer,
and (iv) no event or occurrence has taken place which materially impairs, or would likely materially impair, with the passage of
time, the ability of the members of the Board of Directors or management to act in their capacities with the Company as described in the
Registration Statement, the Sale Preliminary Prospectus and the Prospectus.

 2.3.2 Recent Securities
Transactions . Subsequent to the respective dates as of which information is given in the Registration Statement, the Sale Preliminary
Prospectus and the Prospectus, and except as may otherwise be indicated or contemplated herein or therein, the Company has not (i) issued
any securities or incurred any liability or obligation, direct or contingent, for borrowed money; or (ii) declared or paid any dividend
or made any other distribution on or in respect to its share capital.

 9

 2.4 Independent Registered
Public Accounting Firm . To the Company’s knowledge, assuming reasonable inquiry, WithumSmith+Brown, PC (“ Withum ”),
whose report is filed with the Commission as part of, and is included in, the Registration Statement, the Sale Preliminary Prospectus,
and the Prospectus, is an independent registered public accounting firm as required by the Act, the Regulations and the Public Company
Accounting Oversight Board (the “ PCAOB ”), including the rules and regulations promulgated by such entity. To the Company’s
knowledge, assuming reasonable inquiry, Withum is currently registered with the PCAOB. Withum has not, during the periods covered by the
financial statements included in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, provided to the Company
any non-audit services, as such term is used in Section 10A(g) of the Exchange Act.

 2.5 Financial Statements;
Statistical Data .

 2.5.1 Financial Statements .
The financial statements, including the notes thereto and supporting schedules (if any) included in the Registration Statement, the Sale
Preliminary Prospectus and the Prospectus fairly present the financial position, the results of operations and the cash flows of the Company
at the dates and for the periods to which they apply; such financial statements have been prepared in conformity with United States generally
accepted accounting principles (“ GAAP ”), consistently applied throughout the periods involved; and the supporting schedules
included in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus present fairly the information required to
be stated therein in conformity with the Regulations. No other financial statements or supporting schedules are required to be included
or incorporated by reference in the Registration Statement, the Sale Preliminary Prospectus or the Prospectus. The Registration Statement,
the Sale Preliminary Prospectus and the Prospectus disclose all material off-balance sheet transactions, arrangements, obligations (including
contingent obligations), and other relationships of the Company with unconsolidated entities or other persons that may have a material
current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity,
capital expenditures, capital resources or significant components of revenues or expenses. There are no pro forma or as adjusted financial
statements that are required to be included in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus in accordance
with Regulation S-X or Form 10 that have not been included as required.

 2.5.2 Statistical
Data . The statistical, industry-related and market-related data included in the Registration Statement, the Sale Preliminary Prospectus
and/or the Prospectus are based on or derived from sources that the Company reasonably and in good faith believes are reliable and accurate,
and such data materially agree with the sources from which they are derived.

 2.6 Authorized Capital;
Options . The Company had at the date or dates indicated in each of the Registration Statement, the Sale Preliminary Prospectus and
the Prospectus, as the case may be, duly authorized, issued and outstanding capitalization as set forth in the Registration Statement,
the Sale Preliminary Prospectus, and the Prospectus. Based on the assumptions stated in the Registration Statement, the Sale Preliminary
Prospectus and the Prospectus, the Company will have on the Closing Date or on the Option Closing Date, as the case may be, the adjusted
share capitalization set forth therein. Except as set forth in, or contemplated by the Registration Statement, the Sale Preliminary Prospectus
and the Prospectus, on the Effective Date and on the Closing Date or Option Closing Date, as the case may be, there will be no options,
warrants or other rights to purchase or otherwise acquire any authorized but unissued Class A Ordinary Shares or any security convertible
into Class A Ordinary Shares, or any contracts or commitments to issue or sell Class A Ordinary Shares or any such options, warrants,
rights or convertible securities.

 2.7 Valid Issuance of
Securities .

 2.7.1 Outstanding
Securities . All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have
been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect
thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was issued in violation
of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized
and outstanding securities of the Company conform in all material respects to all statements relating thereto contained in the Registration
Statement, the Sale Preliminary Prospectus and the Prospectus. All offers and sales and any transfers of the outstanding securities of
the Company were at all relevant times either registered under the Act and the applicable state securities or Blue Sky laws or, based
in part on the representations and warranties of the purchasers of such securities, exempt from such registration requirements.

 10

 2.7.2 Securities Sold
Pursuant to this Agreement . The Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance
with this Agreement and registered in the Company’s register of members, will be validly issued, fully paid and non-assessable;
the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Securities are not and
will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the
Company; and all corporate action required to be taken for the authorization, issuance and sale of the Securities has been duly and validly
taken. The form of certificates for the Securities conform to the corporate law of the jurisdiction of the Company’s incorporation
and applicable securities laws. The Securities conform in all material respects to the descriptions thereof contained in the Registration
Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Rights will constitute
valid and binding obligations of the Company to issue the number and type of securities of the Company called for thereby in accordance
with the terms thereof and such Rights are enforceable against the Company in accordance with their respective terms, except: (i) as such
enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii)
as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities laws; and
(iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses
and to the discretion of the court before which any proceeding therefor may be brought. The Class A Ordinary Shares issuable upon conversion
of the Rights have been reserved for issuance upon the exercise of the Rights and upon payment of the consideration therefor, and when
issued and delivered in accordance with the terms thereof such Class A Ordinary Shares will be duly and validly authorized, validly issued,
fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holders.

 2.7.3 Placement Securities .
The Private Placement Rights included in the Private Placement Units constitute valid and binding obligations of the Company to issue
the number and type of securities of the Company called for thereby in accordance with the terms thereof, and are, or will be, enforceable
against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency,
reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution
provision may be limited under federal and state securities laws; and (iii) that the remedy of specific performance and injunctive
and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding
therefor may be brought. The Private Placement Shares have been duly and validly authorized, validly issued and upon payment therefor,
fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holders.
The Class A Ordinary Shares issuable upon the conversion of the Private Placement Rights included in the Private Placement Units have
been reserved for issuance and, when issued in accordance with the terms of the Private Placement Rights included in the Private Placement
Units and registered in the Company’s register of members, will be duly and validly authorized, validly issued and upon payment
therefor, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being
such holders.

 2.7.4 No Integration .
Neither the Company nor any of its affiliates has, prior to the date hereof, made any offer or sale of any securities which are required
to be or may be “integrated” pursuant to the Act or the Regulations with the Offering.

 2.8 Registration Rights
of Third Parties . Except as set forth in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, no holders
of any securities of the Company or any rights exercisable for or convertible or exchangeable into securities of the Company have the
right to require the Company to register any such securities of the Company under the Act or to include any such securities in a registration
statement to be filed by the Company.

 2.9 Validity and Binding
Effect of Agreements . This Agreement, the Rights Agreement (as defined in Section 2.23 ), the Trust Agreement, the Services
Agreement (as defined in Section 2.21.3 ), the Registration Rights Agreement (as defined in Section 2.21.4 ), the Insider
Letter (as defined in Section 2.21.1) and the Purchase Agreements (as defined in Section 2.21.2 ) (collectively, the “ Transaction
Documents ”) have been duly and validly authorized by the Company and, when executed and delivered, will constitute the valid
and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as
such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally,
(ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, and state securities
laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the
equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

 11

 2.10 No Conflicts, Etc .
The execution, delivery and performance by the Company of the Transaction Documents, the consummation by the Company of the transactions
herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without
the giving of notice or the lapse of time or both: (i) result in a breach or violation of, or conflict with any of the terms and
provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien, charge or
encumbrance upon any property or assets of the Company pursuant to the terms of any agreement, obligation, condition, covenant or instrument
to which the Company is a party or bound or to which its property is subject except pursuant to the Trust Agreement (ii) result in
any violation of the provisions of the amended and restated memorandum and articles of association of the Company (collectively, the “ Charter
Documents ”); or (iii) violate any existing applicable statute, law, rule, regulation, judgment, order or decree of any
governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties, assets or business constituted
as of the date hereof; except in the case of clauses (i) and (iii) above for any such conflict, breach or violation that would not, individually
or in the aggregate, be reasonably expected to have a Material Adverse Effect (as defined below).

 2.11 No Defaults; Violations .
No default or violation exists in the due performance and observance of any term, covenant or condition of any license, contract, indenture,
mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument evidencing an obligation for borrowed money,
or any other agreement or instrument to which the Company is a party or by which the Company may be bound or to which any of the properties
or assets of the Company is subject, except for any such default or violation that would not, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect. The Company is not in violation of any term or provision of its Charter Documents or in
violation of any franchise, license, permit, applicable law, rule, regulation, judgment or decree of any governmental agency or court,
domestic or foreign, having jurisdiction over the Company or any of its properties or businesses, except for any such violation that would
not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

 2.12 Corporate Power;
Licenses; Consents .

 2.12.1 Conduct of
Business . The Company has all requisite corporate power and authority, and has all necessary authorizations, approvals, orders, licenses,
certificates and permits of and from all governmental regulatory officials and bodies that it needs as of the date hereof to conduct its
business purpose as described in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, except where the failure
to would not reasonably be expected to have a Material Adverse Effect. The disclosures in the Registration Statement, the Sale Preliminary
Prospectus and the Prospectus concerning the effects of foreign, federal, state and local regulation on this Offering and the Company’s
business purpose as currently contemplated are correct in all material respects and do not omit to state a material fact required to be
stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.
Since its formation, the Company has conducted no business and has incurred no liabilities other than in connection with its formation
and in furtherance of this Offering.

 2.12.2 Transactions
Contemplated Herein . The Company has all requisite corporate power and authority to enter
into the Transaction Documents and to carry out the provisions and conditions hereof and thereof, and all consents, authorizations, approvals
and orders required in connection herewith and therewith have been obtained. No consent, authorization, or order of, and no filing with,
any court, government agency or other body, foreign or domestic, is required for the valid issuance, sale, and delivery, of the Securities
and the consummation of the transactions and agreements contemplated by the Transaction Documents and as contemplated by the Registration
Statement, the Sale Preliminary Prospectus and the Prospectus, except with respect to applicable foreign, federal and state securities
laws, the rules of The Nasdaq Stock Market LLC (“ Nasdaq ”) and the rules and regulations promulgated by the Financial
Industry Regulatory Authority (“ FINRA ”).

 12

 2.13 D&O Questionnaires .
To the Company’s knowledge, assuming reasonable inquiry, all information contained in the questionnaires (“ Questionnaires ”)
completed by each of the Company’s officers and directors (together with the Sponsor, the “ Insiders ”) and provided
to the Representative and their counsel and the biographies of the Insiders contained in the Registration Statement, Sale Preliminary
Prospectus and the Prospectus (to the extent a biography is contained) (the “ Biographies ”) is true and correct in all
material respects and the Company has not become aware of any information which would cause the information disclosed in the Questionnaires
completed by each Insider or in the Biographies to become inaccurate, incorrect or incomplete in any material respect.

 2.14 Litigation; Governmental
Proceedings . There is no action, suit, proceeding, inquiry, arbitration, investigation, litigation or governmental proceeding pending
or to the Company’s knowledge, assuming reasonable inquiry, threatened against or involving the Company or, to the Company’s
knowledge, assuming reasonable inquiry, any Insider or any shareholder or member of an Insider that would be reasonably expected to have
a Material Adverse Effect, that has not been disclosed, that is required to be disclosed, in the Registration Statement, the Sale Preliminary
Prospectus or the Prospectus or to Nasdaq.

 2.15 Good Standing .
The Company has been duly incorporated and is validly existing as an exempted company and is in good standing under the laws of its jurisdiction
of incorporation. The Company is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in
which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify would
not have a material adverse effect on the condition (financial or otherwise), earnings, assets, prospects, business, operations or properties
of the Company, whether or not arising from transactions in the ordinary course of business (a “ Material Adverse Effect ”).

 2.16 No Contemplation
of a Business Combination . The Company has not selected any specific Business Combination target
(each a “ Target Business ”) and it has not, nor has anyone on its behalf, directly or indirectly, contacted any Target
Business or initiated any substantive discussions, formal or otherwise, with any Target Business regarding a Business Combination with
the Company.

 2.17 Transactions Requiring
Disclosure to FINRA .

 2.17.1 Finder’s
Fees . There are no claims, payments, arrangements, agreements or understandings relating to the payment of a finder’s, consulting
or origination fee by the Company or any Insider with respect to the sale of the Securities hereunder or any other arrangements, agreements
or understandings of the Company or to the Company’s knowledge, assuming reasonable inquiry, any Insider that may affect the Underwriters’
compensation, as defined by FINRA.

 2.17.2 Payments Within
180 Days . The Company has not made any direct or indirect payments (in cash, securities or otherwise) to: (i) any person, as a finder’s
fee, consulting fee or otherwise, in consideration of such person raising capital for the Company or introducing to the Company persons
who raised or provided capital to the Company; or (ii) any participating member, as defined in FINRA Rule 5110, with respect to the Offering
(“ Participating Member ”), within the 180-day period prior to the initial filing of the Registration Statement, other
than the prior payments to the Representative in connection with the Offering. The Company has not issued any warrants or other securities,
or granted any options, directly or indirectly, to any Participating Member within the 180-day period prior to the initial filing date
of the Registration Statement. No person to whom securities of the Company have been privately issued within the 180-day period prior
to the initial filing date of the Registration Statement has any relationship or affiliation or association with any Participating Member.
Except with respect to the Representative in connection with the Offering, the Company has not entered into any agreement or arrangement
(including, without limitation, any consulting agreement or any other type of agreement) during the 180-day period prior to the initial
filing date of the Registration Statement with the Commission, which arrangement or agreement provides for the receipt of any “underwriting
compensation” as defined in FINRA Rule 5110.

 13

 2.17.3 FINRA Affiliation .
No officer or director or any direct or indirect beneficial owner (including the Insiders) of any class of the Company’s unregistered
securities (whether debt or equity, registered or unregistered, regardless of the time acquired or the source from which derived) (other
than the Representative and its associated persons) has any direct or indirect affiliation or association with any Participating Member
(as determined in accordance with the rules and regulations of FINRA). The Company will advise the Representative and DLA Piper if it
learns that any officer or director or any direct or indirect beneficial owner (including the Insiders) is or becomes an affiliate or
associated person of a Participating Member.

 2.17.4 Share Ownership .
No officer or director or any direct or indirect beneficial owner (including the Insiders) of any class of the Company’s unregistered
securities is an owner of shares or other securities of any Participating Member (other than securities purchased on the open market)
(other than the Representative and its associated persons).

 2.17.5 Loans .
No officer or director or any direct or indirect beneficial owner (including the Insiders) of any class of the Company’s unregistered
securities has made a subordinated loan to any Participating Member.

 2.17.6 Proceeds of
the Offering . No proceeds from the sale of the Public Securities (excluding underwriting compensation), the Private Placement Units
or Option Private Placement Units, if any, will be paid to any Participating Member, except as specifically authorized herein.

 2.17.7 Conflicts of
Interest . To the Company’s knowledge, assuming reasonable inquiry, no Participating Member has a conflict of interest with the
Company. For this purpose, a “ conflict of interest ” exists when a Participating Member and/or its associated persons,
parent or affiliates in the aggregate beneficially own 10% or more of the Company’s outstanding subordinated debt or common equity,
or 10% or more of the Company’s preferred equity.

 2.18 Taxes .

 2.18.1 There are no transfer
taxes or other similar fees or charges under U.S. federal law or the laws of any U.S. state or any political subdivision of the United
States, required to be paid in connection with the execution and delivery of this Agreement or the issuance or sale by the Company of
the Public Securities.

 2.18.2 The Company has
filed all U.S. federal, state and local tax returns and all non-U.S. tax returns required to be filed with taxing authorities prior to
the date hereof in a timely manner or has duly obtained extensions of time for the filing thereof (except in any case in which the failure
so to file would not reasonably be expected to have a Material Adverse Effect). The Company has paid all taxes shown as due on such returns
that were filed and has paid all taxes imposed on it and any other assessment, fine or penalty levied against it, to the extent that any
of the foregoing is due and payable or as would not be reasonably expected to have a Material Adverse Effect. The Company has made appropriate
provisions in the applicable financial statements referred to in Section 2.5.1 above in respect of all federal, state, local
and foreign income and franchise taxes for all current or prior periods as to which the tax liability of the Company has not been finally
determined.

 2.18.3 In the event an excise tax and/or any other similar fee or tax in nature
is levied or imposed on the Company pursuant to any current, pending or future rules or laws, including without limitation any excise
tax due under the Inflation Reduction Act of 2022 in relation to any redemptions or share buybacks as described in the Registration Statement
or otherwise, the Company agrees not to make payment of any such tax or fee from proceeds placed in the Trust Account or the interest
earned on the proceeds placed in the Trust Account and further agrees not to seek recourse for any such tax or fee from the Trust Account.

 14

 2.19 Foreign Corrupt
Practices Act; Anti-Money Laundering; Patriot Act .

 2.19.1 Foreign Corrupt
Practices Act . Neither the Company nor to the Company’s knowledge, assuming reasonable inquiry, any of the Insiders or any other
person acting on behalf of the Company has, directly or indirectly, given or agreed to give any money, gift or similar benefit (other
than legal price concessions to customers in the ordinary course of business) to any customer, supplier, employee or agent of a customer
or supplier, or official or employee of any governmental agency or instrumentality of any government (domestic or foreign) or any political
party or candidate for office (domestic or foreign) or other person who was, is, or may be in a position to help or hinder the business
of the Company (or assist it in connection with any actual or proposed transaction) that (i) might subject the Company to any damage
or penalty in any civil, criminal or governmental litigation or proceeding, (ii) if not given in the past, might have had a Material
Adverse Effect, or (iii) if not continued in the future, might adversely affect the assets, business or operations of the Company.
The Company has taken reasonable steps to ensure that its accounting controls and procedures are sufficient to cause the Company to comply
in all material respects with the Foreign Corrupt Practices Act of 1977, as amended.

 2.19.2 Currency and
Foreign Transactions Reporting Act . The operations of the Company are and have been conducted at all times in compliance with (i) the
requirements of the U.S. Treasury Department Office of Foreign Asset Control and (ii) applicable financial recordkeeping and reporting
requirements of the Currency and Foreign Transaction Reporting Act of 1970, as amended, including the Money Laundering Control Act of
1986, as amended, the rules and regulations thereunder and any related or similar money laundering statutes, rules, regulations or guidelines,
issued, administered or enforced by any Federal governmental agency (collectively, the “ Money Laundering Laws ”) and
no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company
with respect to the Money Laundering Laws is pending or, to the Company’s knowledge, assuming reasonable inquiry, threatened.

 2.19.3 Patriot Act .
Neither the Company nor to the Company’s knowledge, assuming reasonable inquiry, any Insider has violated the Bank Secrecy Act of
1970, as amended, or the Uniting and Strengthening of America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism
(USA PATRIOT ACT) Act of 2001, and/or the rules and regulations promulgated under any such law, or any successor law.

 2.20 Officers’
Certificate . Any certificate signed by any duly authorized officer of the Company in connection with the Offering and delivered to
the Representative or to DLA Piper shall be deemed a representation and warranty by the Company to the Underwriters as to the matters
covered thereby.

 2.21 Agreements With
Insiders .

 2.21.1 Insider Letter .
On the date of this Agreement, the Company will cause to be duly executed and delivered to the Underwriters a legally binding and enforceable
agreement (except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’
rights generally, (ii) as enforceability of any indemnification, contribution or non-compete provision may be limited under foreign,
federal and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable
relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought),
a form of which is annexed as an exhibit to the Registration Statement (the “ Insider Letter ”), pursuant to which each
of the Insiders of the Company agrees to certain matters.

 2.21.2 Purchase Agreements .
On the date of this Agreement, the Company and the Sponsor have executed and delivered to the Underwriters a Private Placement Units Purchase
Agreement, the form of which is annexed as an exhibit to the Registration Statement (the “ Sponsor Purchase Agreement ”),
pursuant to which the Sponsor will, among other things, on the Closing Date and Option Closing Date, if any, consummate the purchase of
and deliver the purchase price for the Private Placement Units and the Option Private Placement Units, if any, to be sold to the Sponsor
as described in Section 1.4.2, and as provided for in such Sponsor Purchase Agreement. The Company and the Representative shall
have executed and delivered a Private Placement Units Purchase Agreement, the form of which is annexed as an exhibit to the Registration
Statement (the “ Representative Purchase Agreement ” and together with the Sponsor Purchase Agreement, the “ Purchase
Agreements ”), pursuant to which the Representative will, among other things, on the Closing Date and Option Closing Date, if
any, consummate the purchase of and deliver the purchase price for the Private Placement Units and the Option Private Placement Units,
if any, to be sold to the Representative as described in Section 1.4.2 and as provided for in such Representative Purchase Agreement.
Pursuant to the Purchase Agreements, (i) each of the Sponsor and the Representative have waived any and all rights and claims they may
have to any proceeds, and any interest thereon, held in the Trust Account in respect of the Private Placement Units and the Option Private
Placement Units, if any, and (ii) certain of the proceeds from the sale of the Private Placement Units and certain of the proceeds from
the sale of the Option Private Placement Units, if any, will be deposited by the Company in the Trust Account in accordance with the terms
of the Trust Agreement on the Closing Date and Option Closing Date (if any) as provided for in the Purchase Agreements.

 15

 2.21.3 Services Agreement .
On the date of this Agreement (a) the Company and the Sponsor have executed and delivered to the Underwriters an Administrative Services
Agreement, the form of which is annexed as an exhibit to the Registration Statement (the “ Services Agreement ”), pursuant
to which the Sponsor will provide office space, utilities and secretarial and administrative support for the Company, for which the Company
will pay the Sponsor up to $1,000 per month (the “ Administrative Services Fee ”) starting on the Effective Date and
continuing until the earlier of (x) the completion of the Business Combination and (y) the liquidation of the Company.

 2.21.4 Registration
Rights Agreement . On the date of this Agreement, the Company, the Sponsor, the Representative and other holders of the Founder Shares
entered into and delivered to the Underwriters a Registration Rights Agreement (the “ Registration Rights Agreement ”)
substantially in the form annexed as an exhibit to the Registration Statement, whereby such parties will be entitled to certain registration
rights with respect to the securities they hold or may hold, as set forth in such Registration Rights Agreement and described more fully
in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus. For avoidance of doubt, the holders of the Representative
Shares shall have registration rights as provided for in the Registration Rights Agreement.

 2.21.5 Loans . The Sponsor has agreed to make loans to the
Company in the aggregate amount of up to $300,000 (the “ Insider Loans ”) pursuant to a promissory note annexed as an
exhibit to the Registration Statement. The Insider Loans do not bear any interest and are repayable by the Company on the earlier the
consummation of the Offering or the date on which the Company determines not to conduct an initial public offering. As of March 31, 2026,
the Company had borrowed $269,363 under the promissory note.

 2.22 Investment Management
Trust Agreement . On the date of this Agreement, the Company has entered into and delivered to the Underwriters the Trust Agreement
with respect to certain proceeds of the Offering and the Unit Private Placement substantially in the form annexed as an exhibit to the
Registration Statement.

 2.23 Rights Agreement .
On the date of this Agreement, the Company has entered into and delivered to the Underwriters a rights agreement with respect to the Rights
included in the Units and the Private Placement Rights included in the Private Placement Units and certain other Rights that may be issued
by the Company with Efficiency substantially in the form filed as an exhibit to the Registration Statement (the “ Rights Agreement ”).

 2.24 No Existing Non-Competition
Agreements . No Insider is subject to any non-competition agreement or non-solicitation agreement with any employer or prior employer
which could materially affect his ability to be an employee, officer and/or director of the Company, except as disclosed in the Registration
Statement, the Sale Preliminary Prospectus and the Prospectus.

 2.25 Investments .
No more than 45% of the “value” (as defined in Section 2(a)(41) of the Investment Company Act of 1940, as amended (the “ Investment
Company Act ”)) of the Company’s total assets consist of, and no more than 45% of the Company’s net income after
taxes is derived from, securities other than “Government Securities” (as defined in Section 2(a)(16) of the Investment Company
Act) or money market funds meeting the conditions of Rule 2a-7 of the Investment Company Act.

 2.26 Investment Company
Act . The Company is not required, and upon the issuance and sale of the Securities as herein contemplated and the application of the
net proceeds therefrom as described in the Sale Preliminary Prospectus and the Prospectus will not be required, to register as an “investment
company” under the Investment Company Act.

 2.27 Subsidiaries .
The Company does not own an interest in any corporation, partnership, limited liability company, joint venture, trust or other business
entity.

 2.28 Related Party Transactions .
No relationship, direct or indirect, exists between or among the Company, on the one hand, and any Insider, on the other hand, which is
required by the Act, the Exchange Act or the Regulations to be described in the Registration Statement, the Sale Preliminary Prospectus
and the Prospectus which is not so described as required. There are no outstanding loans, advances (except normal advances for business
expenses in the ordinary course of business) or guarantees of indebtedness by the Company to or for the benefit of any of the officers
or directors of the Company or any of their respective family members, except as disclosed in the Registration Statement, the Sale Preliminary
Prospectus and the Prospectus. The Company has not extended or maintained credit, arranged for the extension of credit or renewed an extension
of credit, in the form of a personal loan to or for any director or officer of the Company.

 16

 2.29 No Influence .
The Company has not offered, or caused the Underwriters to offer, the Firm Units to any person or entity with the intention of unlawfully
influencing: (a) a customer or supplier of the Company or any affiliate of the Company to alter the customer’s or supplier’s
level or type of business with the Company or such affiliate or (b) a journalist or publication to write or publish favorable information
about the Company or any such affiliate.

 2.30 Sarbanes-Oxley .
The Company is, or on the Closing Date will be, in material compliance with the provisions of the Sarbanes-Oxley Act of 2002, as amended
(the “ Sarbanes-Oxley Act ”), and the rules and regulations promulgated thereunder and related or similar rules or regulations
promulgated by any governmental or self-regulatory entity or agency, that are applicable to it as of the date hereof.

 2.31 Distribution of
Offering Material by the Company . The Company has not distributed and will not distribute, prior to the later of the Closing Date
and the completion of the distribution of the Units, any offering material in connection with the offering and sale of the Units other
than the Sale Preliminary Prospectus and the Prospectus, in each case as supplemented and amended.

 2.32 Listing on Nasdaq .
The Public Securities have been authorized for listing, subject to official notice of issuance and evidence of satisfactory distribution,
on Nasdaq, and the Company knows of no reason or set of facts that is likely to adversely affect such authorization.

 2.33 Board of Directors .
As of the Effective Date, the Board of Directors of the Company will be comprised of the persons set forth as “Directors”
or “Director nominees” under the heading of the Sale Preliminary Prospectus and the Prospectus captioned “Management.”
As of the Effective Date, the qualifications of the persons serving as board members and the overall composition of the board will comply
with the Sarbanes-Oxley Act and the rules promulgated thereunder and the rules of Nasdaq that are, in each case, applicable to the Company.
As of the Effective Date, the Company will have an Audit Committee that satisfies the applicable requirements under the Sarbanes-Oxley
Act and the rules promulgated thereunder and the rules of Nasdaq, subject to the permitted phase-in requirements under the rules of Nasdaq.

 2.34 Emerging Growth
Company . From its formation through the date hereof, the Company has been and is an “emerging growth company,” as defined
in Section 2(a) of the Act (an “ Emerging Growth Company ”).

 2.35 No Disqualification
Events . Neither the Company, nor any of its predecessors or any affiliated issuer, nor any director, executive officer or other officer
of the Company participating in the Offering, nor any beneficial owner of 20% or more of the Company’s outstanding voting equity
securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Act) connected
with the Company in any capacity at the time of sale (each, a “ Company Covered Person ” and, together, “ Company
Covered Persons ”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to
(viii) under the Act (a “ Disqualification Event ”), except for a Disqualification Event covered by Rule 506(d)(2)
or (d)(3). The Company has exercised reasonable care to determine whether any Company Covered Person is subject to a Disqualification
Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to
the Representative a copy of any disclosures provided thereunder.

 2.36 Free-Writing Prospectus
and Testing-the-Waters . The Company has not made any offer relating to the Public Securities that would constitute an issuer free
writing prospectus, as defined in Rule 433 under the Act, or that would otherwise constitute a “free writing prospectus”
as defined in Rule 405 under the Act. The Company: (a) has not engaged in any Testing-the-Waters Communication (as defined below)
other than Testing-the-Waters Communications with the consent of the Representative with entities that are qualified institutional buyers
within the meaning of Rule 144A under the Act or institutions that are accredited investors within the meaning of Rule 501 under
the Act and (b) has not authorized anyone to engage in Testing-the-Waters Communications other than its officers and the Representative
and individuals engaged by the Representative. The Company has not distributed any written Testing-the-Waters Communications other than
those listed on Schedule B hereto. “ Testing-the-Waters Communication ” means any oral or written communication with
potential investors undertaken in reliance on Section 5(d) of the Act.

 17

 3. Covenants of the Company . The Company
covenants and agrees as follows:

 3.1 Amendments to Registration
Statement . The Company will deliver to the Representative, prior to filing, any amendment or supplement to the Registration Statement,
any Preliminary Prospectus or the Prospectus proposed to be filed after the Effective Date and the Company shall not file any such amendment
or supplement to which the Representative reasonably objects in writing.

 3.2 Federal Securities
Laws .

 3.2.1 Compliance .
During the time when a Prospectus is required to be delivered under the Act, the Company will use its best efforts to comply with all
requirements imposed upon it by the Act, the Regulations, and the Exchange Act, and by the regulations under the Exchange Act, as from
time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities in accordance with the
provisions hereof and the Sale Preliminary Prospectus and the Prospectus. If at any time when a Prospectus relating to the Securities
is required to be delivered under the Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company
or counsel for the Representative, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or
omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, or if it is necessary at any time to amend or supplement the Prospectus to comply with the
Act, the Company will notify the Representative promptly and prepare and file with the Commission, subject to Section 3.1
hereof, an appropriate amendment or supplement in accordance with Section 10 of the Act.

 3.2.2 Filing of Final
Prospectus . The Company will file the Prospectus (in form and substance satisfactory to the Representative) with the Commission pursuant
to the requirements of Rule 424 of the Regulations.

 3.2.3 Exchange Act
Registration . The Company will use its reasonable best efforts to maintain the registration
of the Class A Ordinary Shares (or any successor security for which Class A Ordinary Shares are exchangeable in connection with a
Business Combination) under the provisions of the Exchange Act (except in connection with a going-private transaction) for a period of
five years from the Effective Date, or until the Company is required to be liquidated or is acquired, if earlier. The Company will not
deregister the Public Securities under the Exchange Act without the prior written consent of the Representative prior to the earlier of
the Company’s liquidation or the Business Combination.

 3.2.4 Exchange Act
Filings . From the Effective Date until the earlier of the Company’s initial Business Combination, or its liquidation and dissolution,
the Company shall timely file with the Commission via the Electronic Data Gathering, Analysis and Retrieval System (“ EDGAR ”)
such statements and reports as are required to be filed by a company registered under Section 12(b) of the Exchange Act.

 3.2.5 Sarbanes-Oxley
Compliance . As soon as it is legally required to do so, the Company shall take all actions necessary to obtain and thereafter maintain
material compliance with each applicable provision of the Sarbanes-Oxley Act and the rules and regulations promulgated thereunder and
related or similar rules and regulations promulgated by any other governmental or self-regulatory entity or agency with jurisdiction over
the Company.

 18

 3.3 Free-Writing Prospectus .
The Company agrees that it will not make any offer relating to the Public Securities that would constitute an issuer free writing prospectus,
as defined in Rule 433 under the Act, or that would otherwise constitute a “free writing prospectus” as defined in Rule 405
under the Act, without the prior consent of the Representative.

 3.4 Delivery to Underwriters
of Prospectuses . The Company will deliver to the Underwriters, without charge and from time to time during the period when the Prospectus
is required to be delivered under the Act or the Exchange Act, such number of copies of each of the Preliminary Prospectus and the Prospectus
as the Underwriters may reasonably request.

 3.5 Effectiveness and
Events Requiring Notice to the Representative . The Company will use its best efforts to cause the Registration Statement to remain
effective until the completion of the Offering and will notify the Representative as promptly as reasonably possible and confirm the notice
in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission
of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or preventing or
suspending the use of any Preliminary Prospectus or the Prospectus or of the initiation, or the threatening, of any proceeding for that
purpose; (iii) of the issuance by any foreign or state securities commission of any proceedings for the suspension of the qualification
of the Public Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that
purpose; (iv) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement
or Prospectus; (v) of the receipt of any comments or request for any additional information from the Commission; and (vi) of
the happening of any event that, in the reasonable judgment of the Company, makes any statement of a material fact made in the Registration
Statement or the Prospectus untrue or that requires the making of any changes in the Registration Statement or the Prospectus in order
to make the statements therein, and in the light of the circumstances under which they were made, not misleading. If the Commission or
any foreign or state securities commission shall enter a stop order or suspend such qualification at any time, the Company will make every
reasonable effort to obtain promptly the lifting of such order.

 3.6 Affiliated Transactions.

 3.6.1 Business Combinations .
The Company will not consummate a Business Combination with any entity that is affiliated with the Sponsor (or any of its members) or
any other Insider unless (i) the Company or a committee of independent and disinterested members of its board of directors obtains
an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that the
Business Combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s disinterested
and independent directors approve such transaction.

 3.6.2 Compensation to Insiders . Except as disclosed in
the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, the Company shall not pay any of the Insiders or any of
their affiliates any fees or compensation from the Company, for services rendered to the Company prior to, or in connection with, the
consummation of a Business Combination.

 3.7 Reports to the Representative .
For a period from the Effective Date until such earlier time when the Company either completes its Business Combination, is required to
be liquidated or is no longer required to file reports under the Exchange Act, the Company will furnish to the Representative and its
counsel copies of such financial statements and other periodic and special reports as the Company from time to time furnishes generally
to holders of any class of its securities, and promptly furnish to the Representative: (i) a copy of each periodic report the Company
filed with the Commission, (ii) a copy of every press release and every news item and article with respect to the Company or its
affairs that was released by the Company, (iii) a copy of each current Report on Form 8-K or Schedules 13D, 13G, 14D-1 or 13E-4 received
or prepared by the Company, (iv) two copies of each registration statement filed by the Company with the Commission under the Act,
and (v) such additional documents and information with respect to the Company and the affairs of any future subsidiaries of the Company
as the Representative may from time to time reasonably request; provided the Representative shall sign, if requested by the Company,
a Regulation FD compliant confidentiality agreement which is reasonably acceptable to the Representative and their counsel in connection
with the Representative’s receipt of such information. Documents filed with or furnished to the Commission pursuant to its EDGAR
system shall be deemed to have been delivered to the Representative pursuant to this Section.

 3.8 Transfer Agent .
For a period from the Effective Date until such time when the Company either completes its Business Combination or is required to be liquidated,
the Company shall retain a transfer agent and rights agent acceptable to the Representative. Efficiency is acceptable to the Representative.

 19

 3.9 Payment of Expenses .
The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing
Date, all Company expenses incident to the performance of the obligations of the Company under this Agreement, including but not limited
to (i) the Company’s legal and accounting fees and disbursements, (ii) the preparation, printing, filing, mailing and
delivery (including the payment of postage with respect to such mailing) of the Registration Statement, the Sale Preliminary Prospectus
and the Prospectus, including any pre- or post-effective amendments or supplements thereto, and the printing and mailing of this Agreement
and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters
in quantities as may be required by the Underwriters, (iii) fees incurred in connection with conducting background checks of the
Company’s management team, not to exceed $4,000 per person (in the case of investigations and background checks in U.S. jurisdictions)
and $5,000 per person (in the case of investigations and background checks in non-U.S. jurisdictions), (iv) the preparation, printing,
engraving, issuance and delivery of the Units and the Class A Ordinary Shares and the Rights included in the Units, including any transfer
or other taxes payable thereon, (v) filing fees incurred in registering the Offering with FINRA, (vi) fees, costs and expenses
incurred in listing the Securities on Nasdaq or such other share exchanges as the Company and the Representative together determine, (vii) all
fees and disbursements of the transfer and rights agent, (viii) reasonable expenses from all participants (including the Underwriters)
associated with “due diligence” and “road show” meetings arranged by the Representative and any presentations
made available by way of a net roadshow, including without limitation trips for the Company’s management to meet with prospective
investors, all travel, food and lodging expenses associated with such trips incurred by the Company or such management; (ix) the
documented fees of the Underwriters’ legal counsel incurred in connection with the review
and qualification of the Offering by FINRA (which amount shall not exceed $15,000) ; (x) the cost of Ipreo database charges;
and (xi) all other costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which
are not otherwise specifically provided for in this Section 3.9 , provided that the maximum accountable expense allowance
reimbursed to or paid on behalf of the Underwriters under this section shall not exceed $60,000 in the aggregate (excluding the amounts
reimbursed in accordance with clause (ix) above). If the Offering is consummated, the Representative may deduct from the net proceeds
of the Offering payable to the Company on the Closing Date the expenses set forth above (which shall be mutually agreed upon between the
Company and the Representative prior to Closing) to be paid by the Company to the Representative and others. If the Offering is not consummated
for any reason other than a material breach by the Underwriters of their obligations hereunder, the expenses set forth above paid
by the Representative, shall be reimbursed by the Company.

 In addition, the Company agrees to pay for the
documented costs and expenses reasonably incurred by the Underwriters in connection with the Business Combination, including the fees
and expenses of their legal counsel, to the extent provided for in Section 3.32 hereof (which shall not exceed an amount to be
mutually agreed upon by the Company and the Representative at such time).

 3.10 Application of
Net Proceeds . The Company will apply the net proceeds from the Offering and Unit Private Placement received by it in a manner materially
consistent with the application described under the caption “Use of Proceeds” in the Prospectus.

 3.11 Delivery of Earnings
Statements to Security Holders . The Company will make generally available to its security holders as soon as practicable, but not
later than the first day of the fifteenth full calendar month following the Effective Date, an earnings statement (which need not be certified
by independent public or independent certified public accountants unless required by the Act or the Regulations, but which shall satisfy
the provisions of Rule 158(a) under Section 11(a) of the Act) covering a period of at least twelve consecutive months beginning after
the Effective Date. Any financial statements filed with or furnished to the Commission pursuant to its EDGAR system will be considered
to be generally available to security holders for purposes of this Section 3.11 .

 3.12 Notice to the Representative
or FINRA .

 3.12.1 Notice to the
Representative . For a period of 60 days after the date of the Prospectus, in the event any person or entity (regardless of any FINRA
affiliation or association) is engaged, in writing, to assist the Company in its search for a Target Business or to provide any other
services in connection therewith, the Company will provide the following to the Representative prior to the consummation of the Business
Combination: (i) complete details of all services and copies of agreements governing such services; and (ii) justification as
to why the person or entity providing the merger and acquisition services should not be considered a Participating Member with respect
to the Offering. The Company also agrees that, if required by law, proper disclosure of such arrangement or potential arrangement will
be made in the tender offer documents or proxy statement which the Company will file with the Commission in connection with the Business
Combination.

 20

 3.12.2 FINRA .
The Company shall advise the Representative (who shall make an appropriate filing with FINRA) if it is aware that any 10% or greater shareholder
of the Company becomes a Participating Member.

 3.12.3 Broker/Dealer .
In the event the Company intends to register as a broker/dealer, merge with or acquire a registered broker/dealer, or otherwise become
a member of FINRA, it shall promptly notify FINRA.

 3.13 Stabilization .
Neither the Company, nor to its knowledge, assuming reasonable inquiry, any of its employees, directors or shareholders (without the consent
of the Representative) has taken or will take, directly or indirectly, any action designed to or that has constituted or that might reasonably
be expected to cause or result in, under the Exchange Act, or otherwise, stabilization or manipulation of the price of any security of
the Company to facilitate the sale or resale of the Units.

 3.14 Intentionally Omitted .

 3.15 Payment of Deferred
Underwriting Commission on Business Combination . Upon the consummation of the Company’s initial Business Combination, the Company
agrees that it will cause the Trustee to pay the Deferred Underwriting Commission directly from the Trust Account to the Representative,
in accordance with Section 1.4 . The Representative shall have no claim to payment of any interest earned on the portion of the
proceeds held in the Trust Account representing the Deferred Underwriting Commission.

 3.16 Internal Controls .
The Company will maintain a system of internal accounting controls sufficient to provide reasonable assurances that: (i) transactions
are executed in accordance with management’s general or specific authorization, (ii) transactions are recorded as necessary
in order to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets, (iii) access
to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability
for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

 3.17 Auditor . Until
the earlier of five years from the Effective Date or until such earlier time upon which the Company is required to be liquidated, the
Company shall retain Withum or another nationally recognized independent registered public accounting firm.

 3.18 Form 8-K . The
Company shall, on or prior to the date hereof, retain its independent registered public accounting firm to audit the balance sheet of
the Company as of the Closing Date (“ Audited Financial Statements ”) reflecting the receipt by the Company of the proceeds
of the Offering and the Unit Private Placement. Within four Business Days after the Closing Date, the Company shall file a Current Report
on Form 8-K with the Commission, which report shall contain the Company’s Audited Financial Statements. Additionally, upon the Company’s
receipt of the proceeds from the exercise of all or any portion of the Over-allotment Option provided for in Section 1.2 hereof,
the Company shall promptly, but not later than four Business Days after the receipt of such proceeds, file a Current Report on Form 8-K
with the Commission, which report shall disclose the Company’s sale of the Option Units and its receipt of the proceeds therefrom,
unless the receipt of such proceeds are reflected in the Current Report on Form 8-K referenced in the immediately prior sentence.

 3.19 Corporate Proceedings .
All corporate proceedings and other legal matters necessary to carry out the provisions of this Agreement and the transactions contemplated
hereby shall have been done to the reasonable satisfaction of DLA Piper.

 3.20 Investment Company .
 The Company shall cause the proceeds of the Offering to be held in the Trust Account to be invested
only as provided for in the Trust Agreement and disclosed in the Prospectus. The Company will conduct its business in a manner so that
it will not become subject to the Investment Company Act. Furthermore, once the Company consummates a Business Combination, it shall be
engaged in a business other than that of investing, reinvesting, owning, holding or trading securities .

 21

 3.21 Amendments to Charter
Documents . The Company covenants and agrees, that prior to its initial Business Combination it will not seek to amend or modify its
Charter Documents, except as set forth therein.

 3.22 Press Releases .
The Company agrees that it will not issue press releases or engage in any other publicity, without the Representative’s prior written
consent (not to be unreasonably delayed, conditioned or withheld), for a period of 25 days after the Closing Date. Notwithstanding the
foregoing, in no event shall the Company be prohibited from issuing any press releases or engaging in any other publicity required by
law, except that including the name of any Underwriter therein shall require the prior written consent of such Underwriter.

 3.23 Insurance .
The Company will maintain directors’ and officers’ insurance (including, without limitation, insurance covering the Company,
its directors and officers for liabilities or losses arising in connection with this Offering, including, without limitation, liabilities
or losses arising under the Act, the Exchange Act, the Regulations and any applicable foreign securities laws) until the consummation
of the Company’s Business Combination.

 3.24 Electronic Prospectus .
The Company shall cause to be prepared and delivered to the Underwriters, at the Company’s expense, promptly, but in no event later
than two Business Days from the effective date of this Agreement, an Electronic Prospectus to be used by the Underwriters in connection
with the Offering. As used herein, the term “ Electronic Prospectus ” means a form of prospectus, and any amendment or
supplement thereto, that meets each of the following conditions: (i) it shall be encoded in an electronic format, satisfactory to the
Representative, that may be transmitted electronically by the Underwriters to offerees and purchasers of the Units for at least the period
during which a prospectus relating to the Units is required to be delivered under the Act; (ii) it shall disclose the same information
as the paper prospectus and prospectus filed pursuant to EDGAR, except to the extent that graphic and image material cannot be disseminated
electronically, in which case such graphic and image material shall be replaced in the electronic prospectus with a fair and accurate
narrative description or tabular representation of such material, as appropriate; and (iii) it shall be in or convertible into a paper
format or an electronic format, satisfactory to the Representative, that will allow recipients thereof to store and have continuously
ready access to the prospectus at any future time, without charge to such recipients (other than any fee charged for subscription to the
Internet as a whole and for on-line time).

 3.25 Private Placement
Proceeds . On or prior to the Closing Date and each Option Closing Date, if any, the Company shall have caused the applicable proceeds
from the Unit Private Placement to be deposited into the Trust Account in accordance with the Purchase Agreements.

 3.26 Future Financings .
The Company agrees that neither it, nor any successor or subsidiary of the Company, will consummate any public or private equity or debt
financing prior to the consummation of a Business Combination, unless all investors in such financing expressly waive, in writing, any
rights in or claims against the Trust Account with respect to such financing.

 3.27 Amendments to Agreements .
Prior to the consummation of the Business Combination, the Company shall not amend, modify or otherwise change the Rights Agreement, the
Trust Agreement, the Registration Rights Agreement, the Purchase Agreement or any Insider Letter without the prior written consent of
the Representative, which will not be unreasonably delayed, conditioned or withheld.

 3.28 Maintenance of
Nasdaq Listing . Until the consummation of a Business Combination, the Company will use its commercially reasonable efforts to maintain
the listing of the Public Securities on Nasdaq or a national securities exchange acceptable to the Representative.

 3.29 Reservation of
Shares . The Company will reserve and keep available that maximum number of its authorized but unissued securities which are issuable
upon exercise of the Rights and the Private Placement Rights included in the Private Placement Units outstanding from time to time.

 22

 3.30 Notice of Disqualification
Events . The Company will notify the Representative in writing, prior to the Closing Date, of (i) any Disqualification Event relating
to any Company Covered Person and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any
Company Covered Person.

 3.31 Clear Market .
For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, sell, contract to sell, pledge, sell any option
or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise dispose
of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Act relating to, any Units,
Class A Ordinary Shares, Founder Shares, Rights or any securities convertible into or exercisable or exchangeable for any Class A Ordinary
Shares or Founder Shares or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement
that transfers, in whole or in part, any of the economic consequences of ownership of any Units, Class A Ordinary Shares, Founder Shares,
Rights or any securities convertible into, or exercisable, or exchangeable for, Class A Ordinary Shares or Founder Shares owned,
whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of such securities, in cash or otherwise,
without the prior written consent of the Representative, except, in each case, that the Company may (a) issue and sell the Private Placement
Units and the Option Private Placement Units, if any, (b) issue and sell the Option Units on exercise of the option provided for in Section
1.2.2 hereof (if any), (c) register with the Commission pursuant to the Registration Rights Agreement, the resale of the Founder Shares,
the Private Placement Units, the Option Private Placement Units, if any, the Private Placement Shares, and the Class A Ordinary Shares
and rights that may be issued upon conversion of working capital loans (and any Class A Ordinary Shares issuable upon exercise of the
Private Placement Rights underlying the Private Placement Units or rights issued upon conversion of working capital loans and upon conversion
of the Founder Shares) and (d) issue securities in connection with a Business Combination. However, the preceding clauses (i) and (ii)
shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to any current or future
independent director of the Company (as long as such current or future independent director transferee is subject to the terms of the
Insider Letter applicable to directors and officers at the time of such transfer; and as long as, to the extent any reporting obligation
under Section 16 of the Exchange Act is triggered as a result of such transfer, any related filing includes a practical explanation as
to the nature of the transfer). The Representative in its sole discretion may release or waive the transfer restrictions set forth herein
at any time without notice.

 3.32 Diligence in Connection
with the Business Combination. In connection with the initial Business Combination, the Company shall,
if requested by the Underwriters, (i) provide, or cause the target of the initial Business Combination to provide, to the Underwriters
and their representatives, customary documentation, including (A) all financial and other records, including any financial forecasts
or projections, (B) pertinent corporate documents, (C) material contracts, (D) documents and information contained in the
virtual data room used in connection with the initial Business Combination, and (E) any other information, certifications or documentation
reasonably requested by the Underwriters and their representatives with respect to the parties to the definitive agreement for the Company’s
initial Business Combination (the “ Business Combination Agreement ”), in each case, with reasonable advance opportunity
to review the foregoing; (ii) cause appropriate officers, directors and employees of the parties to the Business Combination Agreement,
and cause representatives of the Company’s and the initial Business Combination target’s accountants and auditors, to participate
in any due diligence sessions reasonably requested by the Underwriters in connection with the initial Business Combination; and (iii) provide,
and in the case of the target of the initial Business Combination, cause to provide, customary comfort letters, legal opinions and negative
assurance letters, in form and substance reasonably satisfactory to the Underwriters, each dated as of the effective date of the registration
statement (if applicable), statutory prospectus, prospectus or proxy statement filed in connection with the initial Business Combination
and as of the date of the shareholder vote to approve the initial Business Combination. The Company agrees to pay for the documented costs
and expenses reasonably incurred by the Underwriters in connection with the foregoing, including the fees and expenses of their legal
counsel, which shall not exceed an amount to be mutually agreed upon by the Company and the Representative at such time.

 3.33 Indemnification
in Connection with the Business Combination. The Company shall include in any Business Combination agreement (i) a covenant for
the assignment and assumption, by the public entity resulting from the Business Combination, of all of the Company’s indemnification
obligations under Section 5 hereof and (ii) that the Underwriters may rely on the representations and warranties contained therein
as if they were a party thereto.

 23

 3.34 Joinder Agreement
in Connection with the Business Combination. In connection with the initial Business Combination, the Company shall use commercially
reasonable efforts to cause the target of the initial Business Combination to execute and deliver to the Representative a joinder agreement,
in form and substance reasonably satisfactory to the Representative, pursuant to which it shall join this Agreement as a signatory and
a party for purposes of being subject to Section 3.32 hereof, and as a result, the Company’s obligations to cause the Target
to take such actions shall cease to be of force or effect.

 3.35 Underwriters’
Obligations in Connection with the Business Combination. The Company acknowledges and agrees that nothing in this Agreement shall
be interpreted to obligate the Underwriters to take any action, or to refrain from taking any action, in connection with the Business
Combination and any such actions will be undertaken by each Underwriter, in respect of itself, in its sole discretion and only pursuant
to a separate, definitive written agreement between such Underwriter and the Company or another registrant.

 3.36 Underwriters’
Review of Disclosure in Connection with the Business Combination . The Company shall (i) (A) provide the Underwriters and
their representatives with notice of filing of, and a reasonable advance opportunity to review and comment on, any registration statement,
statutory prospectus, prospectus, proxy statement, tender offer document or offering document, including exhibits and financial statements
included or incorporated by reference therein or any amendment or supplement thereto, to be filed with or furnished to the Commission
in connection with the initial Business Combination (each, a “ Business Combination Disclosure Document ”), prior to
each such filing, (B) provide each Underwriter and its representatives a reasonable advance opportunity to review and comment on
any publicly-disseminated document that names or describes such Underwriter, whether or not such document is filed, (C) give reasonable
consideration to accepting any comments made by the Underwriters and their representatives in respect of such Business Combination Disclosure
Documents, and (D) consider in good faith including in any such filing, document or response all comments reasonably proposed by
the Underwriters and their representatives; provided that any information naming or describing an Underwriter must be in a
form and content reasonably satisfactory to such Underwriter; and (ii) upon the request by the Underwriters, promptly file an amendment
to any Business Combination Disclosure Document, filed in connection with the initial Bu…

EX-3.1 · AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE COMPANY, DATE

EX-3.1
 3
 ea029315601ex3-1.htm
 AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE COMPANY, DATED MAY 28, 2026

 Exhibit
3.1

 Registrar
of Companies

 Government
Administration Building

 133
Elgin Avenue

 George
Town

 Grand
Cayman

 Tribeca
Strategic Acquisition Corp. (ROC #426865) ( the “ Company ”)

 TAKE
NOTICE that by written resolution of the sole shareholder of the Company dated 28 May 2026, the following special resolution was
passed:

 1 Adoption
 of Amended and Restated Memorandum and Articles of Association

 It
is resolved as a special resolution that, with effect from the effective time and date of the Company’s Registration Statement on Form
8-A as filed with the United States Securities and Exchange Commission, the Memorandum and Articles of Association of the Company currently
in effect be amended and restated by the deletion in their entirety and the substitution in their place of the Amended and Restated Memorandum
and Articles of Association annexed hereto.

 /s/
Stephanie-Ann Whittaker

 Stephanie-Ann
Whittaker

 Corporate
Administrator

 for
and on behalf of

 Maples
Corporate Services Limited

 Dated
this 28th day of May 2026

 [General Registry
 Cayman Islands Seal]

 Filed: 28-May-2026 16:39 EST
 Auth Code: K38718805170
 www.verify.gov.ky File#: 426865

 THE
COMPANIES ACT ( As Revised )

 OF
THE CAYMAN ISLANDS

 COMPANY
LIMITED BY SHARES

 AMENDED
AND RESTATED

 MEMORANDUM
AND ARTICLES OF ASSOCIATION

 OF

 TRIBECA
STRATEGIC ACQUISITION CORP.

 (adopted
by special resolution dated 28 May 2026 and effective on 28 May 2026)

 [General Registry
 Cayman Islands Seal]

 Filed: 28-May-2026 16:39 EST
 Auth Code: K38718805170
 www.verify.gov.ky File#: 426865

 THE
COMPANIES ACT (As Revised)

 OF
THE CAYMAN ISLANDS

 COMPANY
LIMITED BY SHARES

 AMENDED
AND RESTATED

 MEMORANDUM
OF ASSOCIATION

 OF

 TRIBECA
STRATEGIC ACQUISITION CORP.

 (adopted
by special resolution dated 28 May 2026 and effective on 28 May 2026)

 1 The
 name of the Company is Tribeca Strategic Acquisition Corp.

 2 The
 Registered Office of the Company shall be at the offices of Maples Corporate Services Limited,
 PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands, or at such other place
 within the Cayman Islands as the Directors may decide.

 3 The
 objects for which the Company is established are unrestricted and the Company shall have
 full power and authority to carry out any object not prohibited by the laws of the Cayman
 Islands.

 4 The
 liability of each Member is limited to the amount unpaid on such Member’s shares.

 5 The
 share capital of the Company is US$22,100 divided into 200,000,000 Class A ordinary shares
 of a par value of US$0.0001 each, 20,000,000 Class B ordinary shares of a par value of US$0.0001
 each and 1,000,000 preference shares of a par value of US$0.0001 each.

 6 The
 Company has power to register by way of continuation as a body corporate limited by shares
 under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the
 Cayman Islands.

 7 Capitalised
 terms that are not defined in this Amended and Restated Memorandum of Association bear the
 respective meanings given to them in the Amended and Restated Articles of Association of
 the Company.

 [General Registry
 Cayman Islands Seal]

 Filed: 28-May-2026 16:39 EST
 Auth Code: K38718805170
 www.verify.gov.ky File#: 426865

 2

 THE
COMPANIES ACT (As Revised)

 OF
THE CAYMAN ISLANDS

 COMPANY
LIMITED BY SHARES

 AMENDED
AND RESTATED

 ARTICLES
OF ASSOCIATION

 OF

 TRIBECA
STRATEGIC ACQUISITION CORP.

 (adopted
by special resolution dated [●] and effective on [●])

 1 Interpretation

 1.1 In
 the Articles Table A in the First Schedule to the Statute does not apply and, unless there
 is something in the subject or context inconsistent therewith:

 “Affiliate”

 in respect
 of a person, means any other person that, directly or indirectly, through one or more intermediaries, controls, is controlled by,
 or is under common control with, such person, and (a) in the case of a natural person, shall include, without limitation, such person’s
 spouse, parents, children, siblings, mother-in-law and father-in-law and brothers and sisters-in-law, whether by blood, marriage
 or adoption or anyone residing in such person’s home, a trust for the benefit of any of the foregoing, a company, partnership
 or any natural person or entity wholly or jointly owned by any of the foregoing and (b) in the case of an entity, shall include a
 partnership, a corporation or any natural person or entity which directly, or indirectly through one or more intermediaries, controls,
 is controlled by, or is under common control with, such entity.

 “Applicable Law”
 means, with respect to
 any person, all provisions of laws, statutes, ordinances, rules, regulations, permits, certificates, judgments, decisions, decrees
 or orders of any governmental authority applicable to such person.

 [General Registry
 Cayman Islands Seal]

 Filed: 28-May-2026 16:39 EST
 Auth Code: K38718805170
 www.verify.gov.ky File#: 426865

 3

 “Articles”
 means these amended and
 restated articles of association of the Company.

 “Audit Committee”
 means the audit committee
 of the board of directors of the Company established pursuant to the Articles, or any successor committee.

 “Auditor”
 means the person for the
 time being performing the duties of auditor of the Company (if any).

 “Business Combination”
 means a merger, share exchange, asset acquisition, share purchase, reorganisation
or similar business combination involving the Company, with one or more businesses or entities (the “target business”), which
Business Combination: (a) as long as the securities of the Company are listed on The Nasdaq Global Market, must occur with one or more
target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding
the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the signing of the definitive
agreement to enter into such Business Combination; and (b) must not be solely effectuated with another blank cheque company or a similar
company with nominal operations.

 “business day”
 means any day other than
 a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorised or obligated by
 law to close in New York City.

 “Clearing House”
 means a clearing house
 recognised by the laws of the jurisdiction in which the Shares (or depositary receipts therefor) are listed or quoted on a stock
 exchange or interdealer quotation system in such jurisdiction.

 “Class A Share”
 means a Class A ordinary
 share of a par value of US$0.0001 in the share capital of the Company.

 “Class B Share”
 means a Class B ordinary
 share of a par value of US$0.0001 in the share capital of the Company.

 “Company”
 means the above named company.

 [General Registry
 Cayman Islands Seal]

 Filed: 28-May-2026 16:39 EST
 Auth Code: K38718805170
 www.verify.gov.ky File#: 426865

 4

 “Company’s
 Website”
 means the website of the
 Company and/or its web-address or domain name (if any).

 “Compensation Committee”
 means the compensation committee of the board of directors of the Company
established pursuant to the Articles, or any successor committee.

 “Designated Stock

Exchange”
 means any United States national securities exchange on which the securities
of the Company are listed for trading, including The Nasdaq Global Market.

 “Deadline Date”
 has the meaning ascribed
 to it at Article 49.7.

 “Directors”
 means the directors for
 the time being of the Company.

 “Dividend”
 means any dividend (whether
 interim or final) resolved to be paid on Shares pursuant to the Articles.

 “Electronic

Communication”
 means a communication sent
 by electronic means, including electronic posting to the Company’s Website, transmission to any number, address or internet
 website (including the website of the Securities and Exchange Commission) or other electronic delivery methods as otherwise decided
 and approved by the Directors.

 “Electronic Record”
 has the same meaning as
 in the Electronic Transactions Act.

 “Electronic Transactions

Act”
 means the Electronic Transactions
 Act (As Revised) of the Cayman Islands.

 “Equity-linked Securities”
 means any debt or equity
 securities that are convertible, exercisable or exchangeable for Class A Shares issued in a financing transaction in connection with
 a Business Combination, including but not limited to a private placement of equity or debt.

 “Exchange Act”
 means the United States
 Securities Exchange Act of 1934, as amended, or any similar U.S. federal statute and the rules and regulations of the Securities
 and Exchange Commission thereunder, all as the same shall be in effect at the time.

 “Founders”
 means all Members immediately
 prior to the consummation of the IPO.

 [General Registry
 Cayman Islands Seal]

 Filed: 28-May-2026 16:39 EST
 Auth Code: K38718805170
 www.verify.gov.ky File#: 426865

 5

 “Independent Director”
 has the same meaning as
 in the rules and regulations of the Designated Stock Exchange or in Rule 10A-3 under the Exchange Act, as the case may be.

 “IPO”
 means the Company’s
 initial public offering of securities.

 “Member”
 has the same meaning as
 in the Statute.

 “Memorandum”
 means the amended and restated
 memorandum of association of the Company.

 “Officer”
 means a person appointed
 to hold an office in the Company.

 “Ordinary Resolution”
 means a resolution passed
 by a simple majority of the Members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general
 meeting, and includes a unanimous written resolution. In computing the majority when a poll is demanded regard shall be had to the
 number of votes to which each Member is entitled by the Articles.

 “Over-Allotment Option”
 means the option of the
 Underwriters to purchase up to an additional 15% of the firm units (as described in the Articles) issued in the IPO at a price equal
 to US$10 per unit, less underwriting discounts and commissions.

 “Preference Share”
 means a preference share
 of a par value of US$0.0001 in the share capital of the Company.

 “Public Share”
 means a Class A Share issued
 as part of the units (as described in the Articles) issued in the IPO.

 “Redemption Notice”
 means a notice in a form
 approved by the Company by which a holder of Public Shares is entitled to require the Company to redeem its Public Shares, subject
 to any conditions contained therein.

 “Register of Members”
 means the register of Members
 maintained in accordance with the Statute and includes (except where otherwise stated) any branch or duplicate register of Members.

 “Registered Office”
 means the registered office
 for the time being of the Company.

 [General Registry
 Cayman Islands Seal]

 Filed: 28-May-2026 16:39 EST
 Auth Code: K38718805170
 www.verify.gov.ky File#: 426865

 6

 “Representative”
 means a representative
 of the Underwriters.

 “Representative Shares”
 means the 140,000 Class A Shares issued to the representative of the Underwriters (or its designees) prior to the
commencement of the IPO for a purchase price of US$0.001 per share.

 “Seal”
 means the common seal of
 the Company and includes every duplicate seal.

 “Securities and Exchange

 Commission”
 means the United States
 Securities and Exchange Commission.

 “Share”
 means a Class A Share,
 a Class B Share or a Preference Share and includes a fraction of a share in the Company.

 “Special Resolution”
 subject to Article 29.4,
 has the same meaning as in the Statute, and includes a unanimous written resolution.

 “Sponsor”
 means Tribeca Strategic
 Partners Holdco LLC, a Delaware limited liability company, and its successors or assigns.

 “Statute”
 means the Companies Act
 (As Revised) of the Cayman Islands.

 “Tax Filing Authorised

 Person”
 means such person as any
 Director shall designate from time to time, acting severally.

 “Treasury Share”
 means a Share held in the
 name of the Company as a treasury share in accordance with the Statute.

 “Trust Account”
 means the trust account
 established by the Company upon the consummation of the IPO and into which a certain amount of the net proceeds of the IPO, together
 with a certain amount of the proceeds of a private placement of securities simultaneously with the closing date of the IPO or otherwise,
 will be deposited.

 “Underwriter”
 means an underwriter of
 the IPO from time to time and any successor underwriter.

 1.2 In
 the Articles:

 (a) words
 importing the singular number include the plural number and vice versa;

 (b) words
 importing the masculine gender include the feminine gender;

 [General Registry
 Cayman Islands Seal]

 Filed: 28-May-2026 16:39 EST
 Auth Code: K38718805170
 www.verify.gov.ky File#: 426865

 7

 (c) words
 importing persons include corporations as well as any other legal or natural person;

 (d) “written”
 and “in writing” include all modes of representing or reproducing words in visible
 form, including in the form of an Electronic Record;

 (e) “shall”
 shall be construed as imperative and “may” shall be construed as permissive;

 (f) references
 to provisions of any law or regulation shall be construed as references to those provisions
 as amended, modified, re-enacted or replaced;

 (g) any
 phrase introduced by the terms “including”, “include”, “in
 particular” or any similar expression shall be construed as illustrative and shall
 not limit the sense of the words preceding those terms;

 (h) the
 term “and/or” is used to mean both “and” as well as “or.”
 The use of “and/or” in certain contexts in no respects qualifies or modifies
 the use of the terms “and” or “or” in others. The term “or”
 shall not be interpreted to be exclusive and the term “and” shall not be interpreted
 to require the conjunctive (in each case, unless the context otherwise requires);

 (i) headings
 are inserted for reference only and shall be ignored in construing the Articles;

 (j) any
 requirements as to delivery under the Articles include delivery in the form of an Electronic
 Record;

 (k) any
 requirements as to execution or signature under the Articles including the execution of the
 Articles themselves can be satisfied in the form of an electronic signature as defined in
 the Electronic Transactions Act;

 (l) sections
 8 and 19(3) of the Electronic Transactions Act shall not apply;

 (m) the
 term “clear days” in relation to the period of a notice means that period excluding
 the day when the notice is received or deemed to be received and the day for which it is
 given or on which it is to take effect; and

 (n) the
 term “holder” in relation to a Share means a person whose name is entered in
 the Register of Members as the holder of such Share.

 2 Commencement
 of Business

 2.1 The
 business of the Company may be commenced as soon after incorporation of the Company as the
 Directors shall see fit.

 2.2 The
 Directors may pay, out of the capital or any other monies of the Company, all expenses incurred
 in or about the formation and establishment of the Company, including the expenses of registration.

 [General Registry
 Cayman Islands Seal]

 Filed: 28-May-2026 16:39 EST
 Auth Code: K38718805170
 www.verify.gov.ky File#: 426865

 8

 3 Issue
 of Shares and other Securities

 3.1 Subject
 to the provisions, if any, in the Memorandum (and to any direction that may be given by the
 Company in general meeting) and, where applicable, the rules and regulations of the Designated
 Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory
 authority or otherwise under Applicable Law, and without prejudice to any rights attached
 to any existing Shares, the Directors may allot, issue, grant options over or otherwise dispose
 of Shares (including fractions of a Share) with or without preferred, deferred or other rights
 or restrictions, whether in regard to Dividends or other distributions, voting, return of
 capital or otherwise and to such persons, at such times and on such other terms as they think
 proper, and may also (subject to the Statute and the Articles) vary such rights, save that
 the Directors shall not allot, issue, grant options over or otherwise dispose of Shares (including
 fractions of a Share) to the extent that it may affect the ability of the Company to carry
 out a Class B Share Conversion set out in the Articles.

 3.2 The
 Company may issue rights, options, warrants or convertible securities or securities of similar
 nature conferring the right upon the holders thereof to subscribe for, purchase or receive
 any class of Shares or other securities in the Company on such terms as the Directors may
 from time to time determine.

 3.3 The
 Company may issue units of securities in the Company, which may be comprised of whole or
 fractional Shares, rights, options, warrants or convertible securities or securities of similar
 nature conferring the right upon the holders thereof to subscribe for, purchase or receive
 any class of Shares or other securities in the Company, upon such terms as the Directors
 may from time to time determine. The securities comprising any such units which are issued
 pursuant to the IPO can only be traded separately from one another on the 52nd day following
 the date of the prospectus relating to the IPO unless the Representative(s) determines that
 an earlier date is acceptable, subject to the Company having filed a current report on Form
 8-K with the Securities and Exchange Commission 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.

 3.4 The
 Company shall not issue Shares to bearer.

 [General Registry
 Cayman Islands Seal]

 Filed: 28-May-2026 16:39 EST
 Auth Code: K38718805170
 www.verify.gov.ky File#: 426865

 9

 4 Register
 of Members

 4.1 The
 Company shall maintain or cause to be maintained the Register of Members in accordance with
 the Statute.

 4.2 The
 Directors may determine that the Company shall maintain one or more branch registers of Members
 in accordance with the Statute. The Directors may also determine which register of Members
 shall constitute the principal register and which shall constitute the branch register or
 registers, and to vary such determination from time to time.

 5 Closing
 Register of Members or Fixing Record Date

 5.1 For
 the purpose of determining Members entitled to notice of, or to vote at any meeting of Members
 or any adjournment thereof, or Members entitled to receive payment of any Dividend or other
 distribution, or in order to make a determination of Members for any other purpose, the Directors
 may, after notice has been given by advertisement in an appointed newspaper or any other
 newspaper or by any other means in accordance with the rules and regulations of the Designated
 Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory
 authority or otherwise under Applicable Law, provide that the Register of Members shall be
 closed for transfers for a stated period which shall not in any case exceed forty days.

 5.2 In
 lieu of, or apart from, closing the Register of Members, the Directors may fix in advance
 or arrears a date as the record date for any such determination of Members entitled to notice
 of, or to vote at any meeting of the Members or any adjournment thereof, or for the purpose
 of determining the Members entitled to receive payment of any Dividend or other distribution,
 or in order to make a determination of Members for any other purpose.

 5.3 If
 the Register of Members is not so closed and no record date is fixed for the determination
 of Members entitled to notice of, or to vote at, a meeting of Members or Members entitled
 to receive payment of a Dividend or other distribution, the date on which notice of the meeting
 is sent or the date on which the resolution of the Directors resolving to pay such Dividend
 or other distribution is passed, as the case may be, shall be the record date for such determination
 of Members. When a determination of Members entitled to vote at any meeting of Members has
 been made as provided in this Article, such determination shall apply to any adjournment
 thereof.

 6 Certificates
 for Shares

 6.1 A
 Member shall only be entitled to a share certificate if the Directors resolve that share
 certificates shall be issued. Share certificates representing Shares, if any, shall be in
 such form as the Directors may determine. Share certificates shall be signed by one or more
 Directors or other person authorised by the Directors. The Directors may authorise certificates
 to be issued with the authorised signature(s) affixed by mechanical process. All certificates
 for Shares shall be consecutively numbered or otherwise identified and shall specify the
 Shares to which they relate. All certificates surrendered to the Company for transfer shall
 be cancelled and, subject to the Articles, no new certificate shall be issued until the former
 certificate representing a like number of relevant Shares shall have been surrendered and
 cancelled.

 [General Registry
 Cayman Islands Seal]

 Filed: 28-May-2026 16:39 EST
 Auth Code: K38718805170
 www.verify.gov.ky File#: 426865

 10

 6.2 The
 Company shall not be bound to issue more than one certificate for Shares held jointly by
 more than one person and delivery of a certificate to one joint holder shall be a sufficient
 delivery to all of them.

 6.3 If
 a share certificate is defaced, worn out, lost or destroyed, it may be renewed on such terms
 (if any) as to evidence and indemnity and on the payment of such expenses reasonably incurred
 by the Company in investigating evidence, as the Directors may prescribe, and (in the case
 of defacement or wearing out) upon delivery of the old certificate.

 6.4 Every
 share certificate sent in accordance with the Articles will be sent at the risk of the Member
 or other person entitled to the certificate. The Company will not be responsible for any
 share certificate lost or delayed in the course of delivery.

 6.5 Share
 certificates shall be issued within the relevant time limit as prescribed by the Statute,
 if applicable, or as the rules and regulations of the Designated Stock Exchange, the Securities
 and Exchange Commission and/or any other competent regulatory authority or otherwise under
 Applicable Law may from time to time determine, whichever is shorter, after the allotment
 or, except in the case of a Share transfer which the Company is for the time being entitled
 to refuse to register and does not register, after lodgement of a Share transfer with the
 Company.

 7 Transfer
 of Shares

 7.1 Subject
 to the terms of the Articles, any Member may transfer all or any of their Shares by an instrument
 of transfer provided that such transfer complies with the rules and regulations of the Designated
 Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory
 authority or otherwise under Applicable Law. If the Shares in question were issued in conjunction
 with rights, options, warrants or units issued pursuant to the Articles on terms that one
 cannot be transferred without the other, the Directors shall refuse to register the transfer
 of any such Share without evidence satisfactory to them of the like transfer of such right,
 option, warrant or unit.

 7.2 The
 instrument of transfer of any Share shall be in writing in the usual or common form or in
 a form prescribed by the rules and regulations of the Designated Stock Exchange, the Securities
 and Exchange Commission and/or any other competent regulatory authority or otherwise under
 Applicable Law or in any other form approved by the Directors and shall be executed by or
 on behalf of the transferor (and if the Directors so require, signed by or on behalf of the
 transferee) and may be under hand or, if the transferor or transferee is a Clearing House
 or its nominee(s), by hand or by machine imprinted signature or by such other manner of execution
 as the Directors may approve from time to time. The transferor shall be deemed to remain
 the holder of a Share until the name of the transferee is entered in the Register of Members.

 [General Registry
 Cayman Islands Seal]

 Filed: 28-May-2026 16:39 EST
 Auth Code: K38718805170
 www.verify.gov.ky File#: 426865

 11

 8 Redemption,
 Repurchase and Surrender of Shares

 8.1 Subject
 to the provisions of the Statute, and, where applicable, the rules and regulations of the
 Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent
 regulatory authority or otherwise under Applicable Law, the Company may issue Shares that
 are to be redeemed or are liable to be redeemed at the option of the Member or the Company.
 The redemption of such Shares, except Public Shares, shall be effected in such manner and
 upon such other terms as the Company, by Ordinary Resolution, may determine before the issue
 of such Shares. With respect to redeeming or repurchasing the Shares:

 (a) Members
 who hold Public Shares are entitled to request the redemption of such Shares in the circumstances
 described in the Business Combination Article hereof;

 (b) Class
 B Shares held by the Sponsor shall be surrendered by the Sponsor for no
consideration to the extent that the Over-Allotment Option is not exercised in full so that the Sponsor will own 25% of the Company’s
issued Shares after the IPO (exclusive of any securities purchased in a private placement simultaneously with the IPO and the Representative
Shares);

 (c) Public
 Shares shall be repurchased by way of tender offer in the circumstances set out in the Business
 Combination Article hereof.

 8.2 Subject
 to the provisions of the Statute, and, where applicable, the rules and regulations of the
 Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent
 regulatory authority or otherwise under Applicable Law, the Company may purchase its own
 Shares (including any redeemable Shares) in such manner and on such other terms as the Directors
 may agree with the relevant Member. For the avoidance of doubt, redemptions, repurchases
 and surrenders of Shares in the circumstances described in the Article above shall not require
 further approval of the Members.

 8.3 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.

 8.4 The
 Directors may accept the surrender for no consideration of any fully paid Share.

 [General Registry
 Cayman Islands Seal]

 Filed: 28-May-2026 16:39 EST
 Auth Code: K38718805170
 www.verify.gov.ky File#: 426865

 12

 9 Treasury
 Shares

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

 9.2 The
 Directors may determine to cancel a Treasury Share or transfer a Treasury Share on such terms
 as they think proper (including, without limitation, for nil consideration).

 10 Variation
 of Rights of Shares

 10.1 Subject
 to Article 3.1, if at any time the share capital of the Company is divided into different
 classes of Shares, all or any of the rights attached to any class (unless otherwise provided
 by the terms of issue of the Shares of that class) may, whether or not the Company is being
 wound up, be varied without the consent of the holders of the issued Shares of that class
 where such variation is considered by the Directors not to have a material adverse effect
 upon such rights; otherwise, any such variation shall be made only with the consent in writing
 of the holders of not less than two-thirds of the issued Shares of that class (other than
 with respect to a waiver of the provisions of the Class B Share Conversion Article hereof,
 which as stated therein shall only require the consent in writing of the holders of a majority
 of the issued Shares of that class), or with the approval of a resolution passed by a majority
 of not less than two-thirds of the votes cast at a separate meeting of the holders of the
 Shares of that class. For the avoidance of doubt, the Directors reserve the right, notwithstanding
 that any such variation may not have a material adverse effect, to obtain consent from the
 holders of Shares of the relevant class. To any such meeting all the provisions of the Articles
 relating to general meetings shall apply mutatis mutandis , except that the necessary
 quorum shall be one person holding or representing by proxy at least one-third of the issued
 Shares of the class and that any holder of Shares of the class present in person or by proxy
 may demand a poll.

 10.2 For
 the purposes of a separate class meeting, the Directors may treat two or more or all the
 classes of Shares as forming one class of Shares if the Directors consider that such class
 of Shares would be affected in the same way by the proposals under consideration, but in
 any other case shall treat them as separate classes of Shares.

 10.3 The
 rights conferred upon the holders of the Shares of any class issued with preferred or other
 rights shall not, unless otherwise expressly provided by the terms of issue of the Shares
 of that class, be deemed to be varied:

 (a) by
 the creation or issue of further Shares ranking pari passu therewith or Shares issued with
 preferred or other rights;

 [General Registry
 Cayman Islands Seal]

 Filed: 28-May-2026 16:39 EST
 Auth Code: K38718805170
 www.verify.gov.ky File#: 426865

 13

 (b) where
 the constitutional documents of the Company are amended or new constitutional documents of
 the Company are adopted, in each case, as a result of the Company registering by way of continuation
 as a body corporate under the laws of any jurisdiction outside the Cayman Islands; or

 (c) by
 the conversion of any Class B Shares pursuant to the Class B Ordinary Share Conversion Article.

 11 Commission
 on Sale of Shares

 The
Company may, in so far as the Statute permits, pay a commission to any person in consideration of that person subscribing or agreeing
to subscribe (whether absolutely or conditionally) or procuring or agreeing to procure subscriptions (whether absolutely or conditionally)
for any Shares. Such commissions may be satisfied by the payment of cash and/or the issue of fully or partly paid-up Shares. The Company
may also on any issue of Shares pay such brokerage as may be lawful.

 12 Non
 Recognition of Trusts

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

 13 Lien
 on Shares

 13.1 The
 Company shall have a first and paramount lien on all Shares (whether fully paid-up or not)
 registered in the name of a Member (whether solely or jointly with others) for all debts,
 liabilities or engagements to or with the Company (whether presently payable or not) by such
 Member or their estate, either alone or jointly with any other person, whether a Member or
 not, but the Directors may at any time declare any Share to be wholly or in part exempt from
 the provisions of this Article. The registration of a transfer of any such Share shall operate
 as a waiver of the Company’s lien thereon. The Company’s lien on a Share shall
 also extend to any amount payable in respect of that Share.

 13.2 The
 Company may sell, in such manner as the Directors think fit, any Shares on which the Company
 has a lien, if a sum in respect of which the lien exists is presently payable, and is not
 paid within 14 clear days after notice has been received or deemed to have been received
 by the holder of the Shares, or to the person entitled to it in consequence of the death
 or bankruptcy of the holder, demanding payment and stating that if the notice is not complied
 with the Shares may be sold.

 [General Registry
 Cayman Islands Seal]

 Filed: 28-May-2026 16:39 EST
 Auth Code: K38718805170
 www.verify.gov.ky File#: 426865

 14

 13.3 To
 give effect to any such sale the Directors may authorise any person to execute an instrument
 of transfer of the Shares sold to, or in accordance with the directions of, the purchaser.
 The purchaser or their nominee shall be registered as the holder of the Shares comprised
 in any such transfer, and they shall not be bound to see to the application of the purchase
 money, nor shall their title to the Shares be affected by any irregularity or invalidity
 in the sale or the exercise of the Company’s power of sale under the Articles.

 13.4 The
 net proceeds of such sale after payment of costs, shall be applied in payment of such part
 of the amount in respect of which the lien exists as is presently payable and any balance
 shall (subject to a like lien for sums not presently payable as existed upon the Shares before
 the sale) be paid to the person entitled to the Shares at the date of the sale.

 14 Call
 on Shares

 14.1 Subject
 to the terms of the allotment and issue of any Shares, the Directors may make calls upon
 the Members in respect of any monies unpaid on their Shares (whether in respect of par value
 or premium), and each Member shall (subject to receiving at least 14 clear days’ notice
 specifying the time or times of payment) pay to the Company at the time or times so specified
 the amount called on the Shares. A call may be revoked or postponed, in whole or in part,
 as the Directors may determine. A call may be required to be paid by instalments. A person
 upon whom a call is made shall remain liable for calls made upon them notwithstanding the
 subsequent transfer of the Shares in respect of which the call was made.

 14.2 A
 call shall be deemed to have been made at the time when the resolution of the Directors authorising
 such call was passed.

 14.3 The
 joint holders of a Share shall be jointly and severally liable to pay all calls in respect
 thereof.

 14.4 If
 a call remains unpaid after it has become due and payable, the person from whom it is due
 shall pay interest on the amount unpaid from the day it became due and payable until it is
 paid at such rate as the Directors may determine (and in addition all expenses that have
 been incurred by the Company by reason of such non-payment), but the Directors may waive
 payment of the interest or expenses wholly or in part.

 14.5 An
 amount payable in respect of a Share on issue or allotment or at any fixed date, whether
 on account of the par value of the Share or premium or otherwise, shall be deemed to be a
 call and if it is not paid all the provisions of the Articles shall apply as if that amount
 had become due and payable by virtue of a call.

 14.6 The
 Directors may issue Shares with different terms as to the amount and times of payment of
 calls, or the interest to be paid.

 [General Registry
 Cayman Islands Seal]

 Filed: 28-May-2026 16:39 EST
 Auth Code: K38718805170
 www.verify.gov.ky File#: 426865

 15

 14.7 The
 Directors may, if they think fit, receive an amount from any Member willing to advance all
 or any part of the monies uncalled and unpaid upon any Shares held by that Member, and may
 (until the amount would otherwise become payable) pay interest at such rate as may be agreed
 upon between the Directors and the Member paying such amount in advance.

 14.8 No
 such amount paid in advance of calls shall entitle the Member paying such amount to any portion
 of a Dividend or other distribution payable in respect of any period prior to the date upon
 which such amount would, but for such payment, become payable.

 15 Forfeiture
 of Shares

 15.1 If
 a call or instalment of a call remains unpaid after it has become due and payable the Directors
 may give to the person from whom it is due not less than 14 clear days’ notice requiring
 payment of the amount unpaid together with any interest which may have accrued and any expenses
 incurred by the Company by reason of such non-payment. The notice shall specify where payment
 is to be made and shall state that if the notice is not complied with the Shares in respect
 of which the call was made will be liable to be forfeited.

 15.2 If
 the notice is not complied with, any Share in respect of which it was given may, before the
 payment required by the notice has been made, be forfeited by a resolution of the Directors.
 Such forfeiture shall include all Dividends, other distributions or other monies payable
 in respect of the forfeited Share and not paid before the forfeiture.

 15.3 A
 forfeited Share may be sold, re-allotted or otherwise disposed of on such terms and in such
 manner as the Directors think fit and at any time before a sale, re-allotment or disposition
 the forfeiture may be cancelled on such terms as the Directors think fit. Where for the purposes
 of its disposal a forfeited Share is to be transferred to any person the Directors may authorise
 some person to execute an instrument of transfer of the Share in favour of that person.

 15.4 A
 person any of whose Shares have been forfeited shall cease to be a Member in respect of them
 and shall surrender to the Company for cancellation the certificate for the Shares forfeited
 and shall remain liable to pay to the Company all monies which at the date of forfeiture
 were payable by that person to the Company in respect of those Shares together with interest
 at such rate as the Directors may determine, but that person’s liability shall cease
 if and when the Company shall have received payment in full of all monies due and payable
 by them in respect of those Shares.

 15.5 A
 certificate in writing under the hand of one Director or Officer that a Share has been forfeited
 on a specified date shall be conclusive evidence of the facts stated in it as against all
 persons claiming to be entitled to the Share. The certificate shall (subject to the execution
 of an instrument of transfer) constitute a good title to the Share and the person to whom
 the Share is sold or otherwise disposed of shall not be bound to see to the application of
 the purchase money, if any, nor shall their title to the Share be affected by any irregularity
 or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the
 Share.

 [General Registry
 Cayman Islands Seal]

 Filed: 28-May-2026 16:39 EST
 Auth Code: K38718805170
 www.verify.gov.ky File#: 426865

 16

 15.6 The
 provisions of the Articles as to forfeiture shall apply in the case of non payment of any
 sum which, by the terms of issue of a Share, becomes payable at a fixed time, whether on
 account of the par value of the Share or by way of premium as if it had been payable by virtue
 of a call duly made and notified.

 16 Transmission
 of Shares

 16.1 If
 a Member dies, the survivor or survivors (where they were a joint holder), or their legal
 personal representatives (where they were a sole holder), shall be the only persons recognised
 by the Company as having any title to the deceased Member’s Shares. The estate of a
 deceased Member is not thereby released from any liability in respect of any Share, for which
 the Member was a joint or sole holder.

 16.2 Any
 person becoming entitled to a Share in consequence of the death or bankruptcy or liquidation
 or dissolution of a Member (or in any other way than by transfer) may, upon such evidence
 being produced as may be required by the Directors, elect, by a notice in writing sent by
 that person to the Company, either to become the holder of such Share or to have some person
 nominated by them registered as the holder of such Share. If they elect to have another person
 registered as the holder of such Share they shall sign an instrument of transfer of that
 Share to that person. The Directors shall, in either case, have the same right to decline
 or suspend registration as they would have had in the case of a transfer of the Share by
 the relevant Member before their death or bankruptcy or liquidation or dissolution, as the
 case may be.

 16.3 A
 person becoming entitled to a Share by reason of the death or bankruptcy or liquidation or
 dissolution of a Member (or in any other case than by transfer) shall be entitled to the
 same Dividends, other distributions and other advantages to which they would be entitled
 if they were the holder of such Share. However, they shall not, before becoming a Member
 in respect of a Share, be entitled in respect of it to exercise any right conferred by membership
 in relation to general meetings of the Company and the Directors may at any time give notice
 requiring any such person to elect either to be registered or to have some person nominated
 by them registered as the holder of the Share (but the Directors shall, in either case, have
 the same right to decline or suspend registration as they would have had in the case of a
 transfer of the Share by the relevant Member before their death or bankruptcy or liquidation
 or dissolution or any other case than by transfer, as the case may be). If the notice is
 not complied with within 90 days of being received or deemed to be received (as determined
 pursuant to the Articles), the Directors may thereafter withhold payment of all Dividends,
 other distributions, bonuses or other monies payable in respect of the Share until the requirements
 of the notice have been complied with.

 [General Registry
 Cayman Islands Seal]

 Filed: 28-May-2026 16:39 EST
 Auth Code: K38718805170
 www.verify.gov.ky File#: 426865

 17

 17 Class
 B Ordinary Share Conversion

 17.1 The
 rights attaching to the Class A Shares and Class B Shares shall rank pari passu in
 all respects, and the Class A Shares and Class B Shares shall vote together as a single class
 on all matters (subject to the Variation of Rights of Shares Article and the Appointment
 and Removal of Directors Article hereof) with the exception that the holder of a Class B
 Share shall have the conversion rights referred to in this Article.

 17.2 Class
 B Shares shall automatically convert into Class A Shares on a one-for-one basis (the “ Initial
 Conversion Ratio ”):

 (a) at
 any time and from time to time at the option of the holders thereof; or

 (b) in
 connection with the consummation of a Business Combination.

 17.3 Notwithstanding
 the Initial Conversion Ratio, in the case that additional Class A Shares or any other Equity-linked
 Securities, are issued, or deemed issued, by the Company in excess of the amounts offered
 in the IPO and in connection with the consummation of a Business Combination, all Class B
 Shares in issue shall automatically convert into Class A Shares in connection with the consummation
 of a Business Combination at a ratio for which the Class B Shares shall convert into Class
 A Shares will be adjusted (unless the holders of a majority of the Class B Shares in issue
 agree to waive such anti-dilution adjustment with respect to any such issuance or deemed
 issuance) so that the number of Class A Shares issuable upon conversion of all Class B Shares
 will equal, on an as-converted basis, in the aggregate, 25% of the sum of:

 (a) all
 Class A Shares and Class B Shares in issue upon completion of the IPO (including
any Class A Shares issued pursuant to the Over-Allotment Option and excluding the Class A Shares comprising part of the private placement
units issued in connection with the IPO, the Class A Shares underlying the private placement units and the Representative Shares); plus

 (b) all
 Class A Shares and Equity-Linked Securities issued or deemed issued, in connection with the
 closing of a Business Combination (excluding any Shares or Equity-Linked Securities issued,
 or to be issued, to any seller in a Business Combination and any units issued to the Sponsor
 or any of its Affiliates or to Directors or Officers upon conversion of any working capital
 loans); minus

 (c) any
 redemptions of Class A Shares by holder(s) of Public Shares in connection with a Business
 Combination,

 [General Registry
 Cayman Islands Seal]

 Filed: 28-May-2026 16:39 EST
 Auth Code: K38718805170
 www.verify.gov.ky File#: 426865

 18

 provided
that such conversion of Class B Shares will never occur on a less than one-for-one basis and any Class A Shares redeemed by holder(s)
of Public Shares in connection with any amendment to the Memorandum or the Articles made prior to the consummation of a Business Combination:
(i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination
or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the time period set out in the
Articles; or (B) with respect to any other material provisions of the Memorandum or the Articles relating to the rights of holders of
Class A Shares or pre-business combination activity of the Company.

 17.4 Notwithstanding
 anything to the contrary contained herein, the foregoing adjustment to the Initial Conversion
 Ratio may be waived as to any particular issuance or deemed issuance of additional Class A
 Shares or Equity-linked Securities by the written consent or agreement of holders of a majority
 of the Class B Shares then in issue consenting or agreeing separately as a separate class
 in the manner provided in the Variation of Rights of Shares Article hereof.

 17.5 The
 foregoing conversion ratio shall also be adjusted to account for any subdivision (by share
 subdivision, exchange, capitalisation, rights issue, reclassification, recapitalisation or
 otherwise) or combination (by share consolidation, exchange, reclassification, recapitalisation
 or otherwise) or similar reclassification or recapitalisation of the Class A Shares in issue
 into a greater or lesser number of shares occurring after the original filing of the Articles
 without a proportionate and corresponding subdivision, combination or similar reclassification
 or recapitalisation of the Class B Shares in issue.

 17.6 Each
 Class B Share shall convert into its pro rata number of Class A Shares pursuant to this Article.
 The pro rata share for each holder of Class B Shares will be determined as follows: each
 Class B Share shall convert into such number of Class A Shares as is equal to the product
 of 1 multiplied by a fraction, the numerator of which shall be the total number of Class
 A Shares into which all of the Class B Shares in issue shall be converted pursuant to this
 Article and the denominator of which shall be the total number of Class B Shares in issue
 at the time of conversion.

 17.7 References
 in this Article to “converted”, “conversion” or “exchange”
 shall mean the compulsory redemption without notice of Class B Shares of any Member and,
 on behalf of such Members, automatic application of such redemption proceeds in paying for
 such new Class A Shares into which the Class B Shares have been converted or exchanged at
 a price per Class B Share necessary to give effect to a conversion or exchange calculated
 on the basis that the Class A Shares to be issued as part of the conversion or exchange will
 be issued at par. The Class A Shares to be issued on an exchange or conversion shall be registered
 in the name of such Member or in such name as the Member may direct.

 17.8 Notwithstanding
 anything to the contrary in this Article, in no event may any Class B Share convert into
 Class A Shares at a ratio that is less than one-for-one.

 [General Registry
 Cayman Islands Seal]

 Filed: 28-May-2026 16:39 EST
 Auth Code: K38718805170
 www.verify.gov.ky File#: 426865

 19

 18 Amendments
 of Memorandum and Articles of Association and Alteration of Capital

 18.1 The
 Company may by Ordinary Resolution:

 (a) increase
 its share capital by such sum as the Ordinary Resolution shall prescribe and with such rights,
 priorities and privileges annexed thereto, as the Company in general meeting may determine;

 (b) consolidate
 and divide all or any of its share capital into Shares of larger amount than its existing
 Shares;

 (c) convert
 all or any of its paid-up Shares into stock, and reconvert that stock into paid-up Shares
 of any denomination;

 (d) by
 subdivision of its existing Shares or any of them divide the whole or any part of its share
 capital into Shares of smaller amount than is fixed by the Memorandum or into Shares without
 par value; and

 (e) cancel
 any Shares that at the date of the passing of the Ordinary Resolution have not been taken
 or agreed to be taken by any person and diminish the amount of its share capital by the amount
 of the Shares so cancelled.

 18.2 All
 new Shares created in accordance with the provisions of the preceding Article shall be subject
 to the same provisions of the Articles with reference to the payment of calls, liens, transfer,
 transmission, forfeiture and otherwise as the Shares in the original share capital.

 18.3 Subject
 to the provisions of the Statute, and the provisions of the Articles as regards the matters
 to be dealt with by Ordinary Resolution and Article 29.4, the Company may by Special Resolution:

 (a) change
 its name;

 (b) alter
 or add to the Articles;

 (c) alter
 or add to the Memorandum with respect to any objects, powers or other matters specified therein;
 and

 (d) reduce
 its share capital or any capital redemption reserve fund.

 [General Registry
 Cayman Islands Seal]

 Filed: 28-May-2026 16:39 EST
 Auth Code: K38718805170
 www.verify.gov.ky File#: 426865

 20

 19 Offices
 and Places of Business

 Subject
to the provisions of the Statute, the Company may by resolution of the Directors change the location of its Registered Office. The Company
may, in addition to its Registered Office, maintain such other offices or places of business as the Directors determine.

 20 General
 Meetings

 20.1 All
 general meetings other than annual general meetings shall be called extraordinary general
 meetings.

 20.2 The
 Company may, but shall not (unless required by the Statute) be obliged to, in each year hold
 a general meeting as its annual general meeting, and shall specify the meeting as such in
 the notices calling it. Any annual general meeting shall be held at such time and place as
 the Directors shall appoint. At these meetings the report of the Directors (if any) shall
 be presented.

 20.3 The
 Directors, the chief executive officer or the chairperson of the board of Directors may call
 general meetings, and, for the avoidance of doubt, Members shall not have the ability to
 call general meetings.

 20.4 Members
 seeking to bring business before the annual general meeting or to nominate candidates for
 appointment as Directors at the annual general meeting must deliver notice to the principal
 executive offices of the Company not less than 120 calendar days before the date of the Company’s
 proxy statement released to Members in connection with the previous year’s annual general
 meeting or, if the Company did not hold an annual general meeting the previous year, or if
 the date of the current year’s annual general meeting has been changed by more than
 30 days from the date of the previous year’s annual general meeting, then the deadline
 shall be set by the board of Directors with such deadline being a reasonable time before
 the Company begins to print and send its related proxy materials.

 21 Notice
 of General Meetings

 21.1 At
 least five clear days’ notice shall be given of any general meeting. Every notice shall
 specify the place, the day and the hour of the meeting and the general nature of the business
 to be conducted at the general meeting and shall be given in the manner hereinafter mentioned
 or in such other manner if any as may be prescribed by the Company, provided that a general
 meeting of the Company shall, whether or not the notice specified in this Article has been
 given and whether or not the provisions of the Articles regarding general meetings have been
 complied with, be deemed to have been duly convened if it is so agreed:

 (a) in
 the case of an annual general meeting, by all of the Members entitled to attend and vote
 at the meeting; and

 (b) in
 the case of an extraordinary general meeting, by a majority in number of the Members having
 a right to attend and vote at the meeting, together holding not less than 95% in par value
 of the Shares giving that right.

 [General Registry
 Cayman Islands Seal]

 Filed: 28-May-2026 16:39 EST
 Auth Code: K38718805170
 www.verify.gov.ky File#: 426865

 21

 21.2 The
 accidental omission to give notice of a general meeting to, or the non receipt of notice
 of a general meeting by, any person entitled to receive such notice shall not invalidate
 the proceedings of that general meeting.

 22 Proceedings
 at General Meetings

 22.1 No
 business shall be transacted at any general meeting unless a quorum is present. The holders
 of one-third of the Shares being individuals present in person or by proxy or if a corporation
 or other non-natural person by its duly authorised representative or proxy shall be a quorum.

 22.2 A
 person may participate at a general meeting by conference telephone or other communications
 equipment by means of which all the persons participating in the meeting can communicate
 with each other. Participation by a person in a general meeting in this manner is treated
 as presence in person at that meeting.

 22.3 A
 resolution (including a Special Resolution) in writing (in one or more counterparts) signed
 by or on behalf of all of the Members for the time being entitled to receive notice of and
 to attend and vote at general meetings (or, being corporations or other non-natural persons,
 signed by their duly authorised representatives) shall be as valid and effective as if the
 resolution had been passed at a general meeting of the Company duly convened and held.

 22.4 If
 a quorum is not present within half an hour from the time appointed for the meeting to commence,
 the meeting shall stand adjourned to the same day in the next week at the same time and/or
 place or to such other day, time and/or place as the Directors may determine, and if at the
 adjourned meeting a quorum is not present within half an hour from the time appointed for
 the meeting to commence, the Members present shall be a quorum.

 22.5 The
 Directors may, at any time prior to the time appointed for the meeting to commence, appoint
 any person to act as chairperson of a general meeting of the Company or, if the Directors
 do not make any such appointment, the chairperson, if any, of the board of Directors shall
 preside as chairperson at such general meeting. If there is no such chairperson, or if the
 person shall not be present within 15 minutes after the time appointed for the meeting to
 commence, or is unwilling to act, the Directors present shall elect one of their number to
 be chairperson of the meeting.

 [General Registry
 Cayman Islands Seal]

 Filed: 28-May-2026 16:39 EST
 Auth Code: K38718805170
 www.verify.gov.ky File#: 426865

 22

 22.6 If
 no Director is willing to act as chairperson or if no Director is present within 15 minutes
 after the time appointed for the meeting to commence, the Members present shall choose one
 of their number to be chairperson of the meeting.

 22.7 The
 chairperson may, with the consent of a meeting at which a quorum is present (and shall if
 so directed by the meeting) adjourn the meeting from time to time and from place to place,
 but no business shall be transacted at any adjourned meeting other than the business left
 unfinished at the meeting from which the adjournment took place.

 22.8 When
 a general meeting is adjourned for 30 days or more, notice of the adjourned meeting shall
 be given as in the case of an original meeting. Otherwise it shall not be necessary to give
 any such notice of an adjourned meeting.

 22.9 If,
 prior to a Business Combination, a notice is issued in respect of a general meeting and the
 Directors, in their absolute discretion, consider that it is impractical or undesirable for
 any reason to hold that general meeting at the place, the day and the hour specified in the
 notice calling such general meeting, the Directors may postpone the general meeting to another
 place, day and/or hour provided that notice of the place, the day and the hour of the rearranged
 general meeting is promptly given to all Members. No business shall be transacted at any
 postponed meeting other than the business specified in the notice of the original meeting.

 22.10 When
 a general meeting is postponed for 30 days or more, notice of the postponed meeting shall
 be given as in the case of an original meeting. Otherwise it shall not be necessary to give
 any such notice of a postponed meeting. All proxy forms submitted for the original general
 meeting shall remain valid for the postponed meeting. The Directors may postpone a general
 meeting which has already been postponed.

 22.11 A
 resolution put to the vote of the meeting shall be decided on a poll.

 22.12 A
 poll shall be taken as the chairperson directs, and the result of the poll shall be deemed
 to be the resolution of the general meeting at which the poll was demanded.

 22.13 A
 poll demanded on the election of a chairperson or on a question of adjournment shall be taken
 forthwith. A poll demanded on any other question shall be taken at such date, time and place
 as the chairperson of the general meeting directs, and any business other than that upon
 which a poll has been demanded or is contingent thereon may proceed pending the taking of
 the poll.

 22.14 In
 the case of an equality of votes the chairperson shall be entitled to a second or casting
 vote.

 [General Registry
 Cayman Islands Seal]

 Filed: 28-May-2026 16:39 EST
 Auth Code: K38718805170
 www.verify.gov.ky File#: 426865

 23

 23 Votes
 of Members

 23.1 Subject
 to any rights or restrictions attached to any Shares, including as set out at Article 29.4,
 every Member present in any such manner shall have one vote for every Share of which they
 are the holder.

 23.2 In
 the case of joint holders the vote of the senior holder who tenders a vote, whether in person
 or by proxy (or, in the case of a corporation or other non-natural person, by its duly authorised
 representative or proxy), shall be accepted to the exclusion of the votes of the other joint
 holders, and seniority shall be determined by the order in which the names of the holders
 stand in the Register of Members.

 23.3 A
 Member of unsound mind, or in respect of whom an order has been made by any court, having
 jurisdiction in lunacy, may vote by their committee, receiver, curator bonis, or other person
 on such Member’s behalf appointed by that court, and any such committee, receiver,
 curator bonis or other person may vote by proxy.

 23.4 No
 person shall be entitled to vote at any general meeting unless they are registered as a Member
 on the record date for such meeting nor unless all calls or other monies then payable by
 them in respect of Shares have been paid.

 23.5 No
 objection shall be raised as to the qualification of any voter except at the general meeting
 or adjourned general meeting at which the vote objected to is given or tendered and every
 vote not disallowed at the meeting shall be valid. Any objection made in due time in accordance
 with this Article shall be referred to the chairperson whose decision shall be final and
 conclusive.

 23.6 Votes
 may be cast either personally or by proxy (or in the case of a corporation or other non-natural
 person by its duly authorised representative or proxy). A Member may appoint more than one
 proxy or the same proxy under one or more instruments to attend and vote at a meeting. Where
 a Member appoints more than one proxy the instrument of proxy shall specify the number of
 Shares in respect of which each proxy is entitled to exercise the related votes.

 23.7 A
 Member holding more than one Share need not cast the votes in respect of their Shares in
 the same way on any resolution and therefore may vote a Share or some or all such Shares
 either for or against a resolution and/or abstain from voting a Share or some or all of the
 Shares and, subject to the terms of the instrument appointing the proxy, a proxy appointed
 under one or more instruments may vote a Share or some or all of the Shares in respect of
 which they are appointed either for or against a resolution and/or abstain from voting a
 Share or some or all of the Shares in respect of which they are appointed.

 [General Registry
 Cayman Islands Seal]

 Filed: 28-May-2026 16:39 EST
 Auth Code: K38718805170
 www.verify.gov.ky File#: 426865

 24

 24 Proxies

 24.1 The
 instrument appointing a proxy shall be in writing and shall be executed under the hand of
 the appointor or of their attorney duly authorised in writing, or, if the appointor is a
 corporation or other non natural person, under the hand of its duly authorised representative.
 A proxy need not be a Member.

 24.2 The
 Directors may, in the notice convening any meeting or adjourned meeting, or in an instrument
 of proxy sent out by the Company, specify the manner by which the instrument appointing a
 proxy shall be deposited and the place and the time (being not later than the time appointed
 for the commencement of the meeting or adjourned meeting to which the proxy relates) at which
 the instrument appointing a proxy shall be deposited. In the absence of any such direction
 from the Directors in the notice convening any meeting or adjourned meeting or in an instrument
 of proxy sent out by the Company, the instrument appointing a proxy shall be deposited physically
 at the Registered Office not less than 48 hours before the time appointed for the meeting
 or adjourned meeting to commence at which the person named in the instrument proposes to
 vote.

 24.3 The
 chairperson may in any event at their discretion declare that an instrument of proxy shall
 be deemed to have been duly deposited. An instrument of proxy that is not deposited in the
 manner permitted, or which has not been declared to have been duly deposited by the chairperson,
 shall be invalid.

 24.4 The
 instrument appointing a proxy may be in any usual or common form (or such other form as the
 Directors may approve) and may be expressed to be for a particular meeting or any adjournment
 thereof or generally until revoked. An instrument appointing a proxy shall be deemed to include
 the power to demand or join or concur in demanding a poll.

 24.5 Votes
 given in accordance with the terms of an instrument of proxy shall be valid notwithstanding
 the previous death or insanity of the principal or revocation of the proxy or of the authority
 under which the proxy was executed, or the transfer of the Share in respect of which the
 proxy is given unless notice in writing of such death, insanity, revocation or transfer was
 received by the Company at the Registered Office before the commencement of the general meeting,
 or adjourned meeting at which it is sought to use the proxy.

 25 Corporate
 Members

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

 [General Registry
 Cayman Islands Seal]

 Filed: 28-May-2026 16:39 EST
 Auth Code: K38718805170
 www.verify.gov.ky File#: 426865

 25

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

 26 Shares
 that May Not be Voted

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

 27 Directors

 27.1 There
 shall be a board of Directors consisting of not less than one person provided however that
 the Company may by Ordinary Resolution increase or reduce the limits in the number of Directors.

 27.2 The
 Directors shall be divided into three classes: Class I, Class II and Class III. The number
 of Directors in each class shall be as nearly equal as possible. Upon the adoption of the
 Articles, the existing Directors shall by resolution classify themselves as Class I, Class
 II or Class III Directors. The Class I Directors shall stand appointed for a term expiring
 at the Company’s first annual general meeting, the Class II Directors shall stand appointed
 for a term expiring at the Company’s second annual general meeting and the Class III
 Directors shall stand appointed for a term expiring at the Company’s third annual general
 meeting. Commencing at the Company’s first annual general meeting, and at each annual
 general meeting thereafter, Directors appointed to succeed those Directors whose terms expire
 shall be appointed for a term of office to expire at the third succeeding annual general
 meeting after their appointment. Except as the Statute or other Applicable Law may otherwise
 require, in the interim between annual general meetings or extraordinary general meetings
 called for the appointment of Directors and/or the removal of one or more Directors and the
 filling of any vacancy in that connection, additional Directors and any vacancies in the
 board of Directors, including unfilled vacancies resulting from the removal of Directors
 for cause, may be filled by the vote of a majority of the remaining Directors then in office,
 although less than a quorum (as defined in the Articles), or by the sole remaining Director.
 All Directors shall hold office until the expiration of their respective terms of office
 and until their successors shall have been appointed and qualified. A Director appointed
 to fill a vacancy resulting from the death, resignation or removal of a Director shall serve
 for the remainder of the full term of the Director whose death, resignation or removal shall
 have created such vacancy and until their successor shall have been appointed and qualified.

 [General Registry
 Cayman Islands Seal]

 Filed: 28-May-2026 16:39 EST
 Auth Code: K38718805170
 www.verify.gov.ky File#: 426865

 26

 28 Powers
 of Directors

 28.1 Subject
 to the provisions of the Statute, the Memorandum and the Articles and to any directions given
 by Special Resolution, the business of the Company shall be managed by the Directors who
 may exercise all the powers of the Company. No alteration of the Memorandum or Articles and
 no such 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 Directors at which a quorum is present may exercise all powers exercisable by
 the Directors.

 28.2 All
 cheques, promissory notes, drafts, bills of exchange and other negotiable or transferable
 instruments and all receipts for monies paid to the Company shall be signed, drawn, accepted,
 endorsed or otherwise executed as the case may be in such manner as the Directors shall determine
 by resolution.

 28.3 The
 Directors on behalf of the Company may pay a gratuity or pension or allowance on retirement
 to any Director who has held any other salaried office or place of profit with the Company
 or to their surviving spouse, civil partner or dependants and may make contributions to any
 fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance.

 28.4 The
 Directors may exercise all the powers of the Company to borrow money and to mortgage or charge
 its undertaking, property and assets (present and future) and uncalled capital or any part
 thereof and to issue debentures, debenture stock, mortgages, bonds and other such securities
 whether outright or as security for any debt, liability or obligation of the Company or of
 any third party.

 29 Appointment
 and Removal of Directors

 29.1 The
 Company may by Ordinary Resolution appoint any person to be a Director or may by Ordinary
 Resolution remove any Director, provided that prior to the consummation of a Business Combination
 and for so long as there are Class B Shares in issue, only the holders of the Class B Shares
 shall be entitled to vote on any such Ordinary Resolution. For the avoidance of doubt, prior
 to the consummation of a Business Combination, if there are any Class B Shares in issue holders
 of Class A Shares shall have no right to vote on the appointment or removal of any Director.

 29.2 The
 Directors may appoint any person to be a Director, either to fill a vacancy or as an additional
 Director provided that the appointment does not cause the number of Directors to exceed any
 number fixed by or in accordance with the Articles as the maximum number of Directors.

 [General Registry
 Cayman Islands Seal]

 Filed: 28-May-2026 16:39 EST
 Auth Code: K38718805170
 www.verify.gov.ky File#: 426865

 27

 29.3 After
 the consummation of a Business Combination, the Company may by Ordinary Resolution appoint
 any person to be a Director or may by Ordinary Resolution remove any Director.

 29.4 Prior
 to the consummation of a Business Combination, Article 29.1 may only be amended by a Special
 Resolution passed by at least 90% of such Members as, being entitled to do so, vote in person
 or, where proxies are allowed, by proxy at a general meeting of which notice specifying the
 intention to propose the resolution as a special resolution has been given, or by way of
 unanimous written resolution.

 30 Vacation
 of Office of Director

 The
office of a Director shall be vacated if:

 (a) the
 Director gives notice in writing to the Company that they resign the office of Director;
 or

 (b) the
 Director is absent (for the avoidance of doubt, without being represented by proxy) from
 three consecutive meetings of the board of Directors without special leave of absence from
 the Directors, and the Directors pass a resolution that they have by reason of such absence
 vacated office; or

 (c) the
 Director dies, becomes bankrupt or makes any arrangement or composition with their creditors
 generally; or

 (d) the
 Director is found to be or becomes of unsound mind; or

 (e) all
 of the other Directors (being not less than two in number) determine that the Director should
 be removed as a Director, either by a resolution passed by all of the other Directors at
 a meeting of the Directors duly convened and held in accordance with the Articles or by a
 resolution in writing signed by all of the other Directors.

 31 Proceedings
 of Directors

 31.1 The
 quorum for the transaction of the business of the Directors may be fixed by the Directors,
 and unless so fixed shall be a majority of the Directors then in office.

 31.2 Subject
 to the provisions of the Articles, the Directors may regulate their proceedings as they think
 fit. Questions arising at any meeting shall be decided by a majority of votes. In the case
 of an equality of votes, the chairperson shall have a second or casting vote.

 [General Registry
 Cayman Islands Seal]

 Filed: 28-May-2026 16:39 EST
 Auth Code: K38718805170
 www.verify.gov.ky File#: 426865

 28

 31.3 A
 person may participate in a meeting of the Directors or any committee of Directors by conference
 telephone or other communications equipment by means of which all the persons participating
 in the meeting can communicate with each other at the same time. Participation by a person
 in a meeting in this manner is treated as presence in person at that meeting. Unless otherwise
 determined by the Directors, the meeting shall be deemed to be held at the place where the
 chairperson is located at the start of the meeting.

 31.4 A
 resolution in writing (in one or more counterparts) signed by all the Directors or all the
 members of a committee of the Directors or, in the case of a resolution in writing relating
 to the removal of any Director or the vacation of office by any Director, all of the Directors
 other than the Director who is the subject of such resolution shall be as valid and effectual
 as if it had been passed at a meeting of the Directors, or committee of Directors as the
 case may be, duly convened and held.

 31.5 A
 Director may, or other Officer on the direction of a Director shall, call a meeting of the
 Directors by at least two days’ notice in writing to every Director which notice shall
 set forth the general nature of the business to be considered unless notice is waived by
 all the Directors either at, before or after the meeting is held. To any such notice of a
 meeting of the Directors all the provisions of the Articles relating to the giving of notices
 by the Company to the Members shall apply mutatis mutandis.

 31.6 The
 continuing Directors (or a sole continuing Director, as the case may be) may act notwithstanding
 any vacancy in their body, but if and so long as their number is reduced below the number
 fixed by or pursuant to the Articles as the necessary quorum of Directors the continuing
 Directors or Director may act for the purpose of increasing the number of Directors to be
 equal to such fixed number, or of summoning a general meeting of the Company, but for no
 other purpose.

 31.7 The
 Directors may elect a chairperson of their board and determine the period for which they
 are to hold office; but if no such chairperson is elected, or if at any meeting the chairperson
 is not present within five minutes after the time appointed for the meeting to commence,
 the Directors present may choose one of their number to be chairperson of the meeting.

 31.8 All
 acts done by any meeting of the Directors or of a committee of the Directors shall, notwithstanding
 that it is afterwards discovered that there was some defect in the appointment of any Director,
 and/or that they or any of them were disqualified, and/or had vacated their office and/or
 were not entitled to vote, be as valid as if every such person had been duly appointed and/or
 not disqualified to be a Director and/or had not vacated their office and/or had been entitled
 to vote, as the case may be.

 31.9 A
 Director may be represented at any meetings of the board of Directors by a proxy appointed
 in writing by that Director. The proxy shall count towards the quorum and the vote of the
 proxy shall for all purposes be deemed to be that of the appointing Director.

 [General Registry
 Cayman Islands Seal]

 Filed: 28-May-2026 16:39 EST
 Auth Code: K38718805170
 www.verify.gov.ky File#: 426865

 29

 32 Presumption
 of Assent

 A
Director who is present at a meeting of the board of Directors at which action on any Company matter is taken shall be presumed to have
assented to the action taken unless their dissent shall be entered in the minutes of the meeting or unless they shall file their written
dissent from such action with the person acting as the chairperson or secretary of the meeting before the adjournment thereof or shall
forward such dissent by registered post to such person immediately after the adjournment of the meeting. Such right to dissent shall
not apply to a Director who voted in favour of such action.

 33 Directors’
 Interests

 33.1 A
 Director may hold any other office or place of profit under the Company (other than the office
 of Auditor) in conjunction with their office of Director for such period and on such terms
 as to remuneration and otherwise as the Directors may determine.

 33.2 A
 Director may act on their own or by, through or on behalf of their firm in a professional
 capacity for the Company and they or their firm shall be entitled to remuneration for professional
 services as if they were not a Director.

 33.3 A
 Director may be or become a director or other officer of or otherwise interested in any company
 promoted by the Company or in which the Company may be interested as a shareholder, a contracting
 party or otherwise, and no such Director shall be accountable to the Company for any remuneration
 or other benefits received by them as a director or officer of, or from their interest in,
 such other company.

 33.4 No
 person shall be disqualified from the office of Director or prevented by such office from
 contracting with the Company, either as vendor, purchaser or otherwise, nor shall any such
 contract or any contract or transaction entered into by or on behalf of the Company in which
 any Director shall be in any way interested be or be liable to be avoided, nor shall any
 Director so contracting or being so interested be liable to account to the Company for any
 profit realised by or arising in connection with any such contract or transaction by reason
 of such Director holding office or of the fiduciary relationship thereby established. A Director
 shall be at liberty to vote in respect of any contract or transaction in which they are interested
 provided that the nature of the interest of any Director in any such contract or transaction
 shall be disclosed by them at or prior to its consideration and any vote thereon.

 33.5 A
 general notice that a Director is a shareholder, director, officer or employee of any specified
 firm or company and is to be regarded as interested in any transaction with such firm or
 company shall be sufficient disclosure for the purposes of voting on a resolution in respect
 of a contract or transaction in which they have an interest, and after such general notice
 it shall not be necessary to give special notice relating to any particular transaction.

 [General Registry
 Cayman Islands Seal]

 Filed: 28-May-2026 16:39 EST
 Auth Code: K38718805170
 www.verify.gov.ky File#: 426865

 30

 34 Minutes

 The
Directors shall cause minutes to be made in books kept for the purpose of recording all appointments of Officers made by the Directors,
all proceedings at meetings of the Company or the holders of any class of Shares and of the Directors, and of committees of the Directors,
including the names of the Directors present at each meeting.

 35 Delegation
 of Directors’ Powers

 35.1 The
 Directors may delegate any of their powers, authorities and discretions, including the power
 to sub-delegate, to any committee consisting of one or more Directors (including, without
 limitation, the Audit Committee and the Compensation Committee). Any such delegation may
 be made subject to any conditions the Directors may impose and either collaterally with or
 to the exclusion of their own powers and any such delegation may be revoked or altered by
 the Directors. Subject to any such conditions, the proceedings of a committee of Directors
 shall be governed by the Articles regulating the proceedings of Directors, so far as they
 are capable of applying.

 35.2 The
 Directors may establish any committees, local boards or agencies or appoint any person to
 be a manager or agent for managing the affairs of the Company and may appoint any person
 to be a member of such committees, local boards or agencies. Any such appointment may be
 made subject to any conditions the Directors may impose, and either collaterally with or
 to the exclusion of their own powers and any such appointment may be revoked or altered by
 the Directors. Subject to any such conditions, the proceedings of any such committee, local
 board or agency shall be governed by the Articles regulating the proceedings of Directors,
 so far as they are capable of applying.

 35.3 The
Directors may adopt formal written charters for committees and, if so adopted, shall review and assess the adequacy of such formal written
charters on an annual basis as may be required from time to time by the rules and regulations of the Designated Stock Exchange, the Securities
and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law. Each of these committees shall
be empowered to do all things necessary to exercise the rights of such committee set forth in the Articles and shall have such powers
as the Directors may delegate pursuant to the Articles and as required by the rules and regulations of the Designated Stock Exchange,
the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law. Each of the
Audit Committee and the Compensation Committee, if established, shall consist of such number of Directors as the Directors shall from
time to time determine (or such minimum number as may be required from time to time by the rules and regulations of the Designated Stock
Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law).
For so long as any class of Shares is listed on the Designated Stock Exchange, the Audit Committee and the Compensation Committee shall
be made up of such number of Independent Directors as is required from time to time by the rules and regulations of the Designated Stock
Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law.

 [General Registry
 Cayman Islands Seal]

 Filed: 28-May-2026 16:39 EST
 Auth Code: K38718805170
 www.verify.gov.ky File#: 426865

 31

 35.4 The
 Directors may by power of attorney or otherwise appoint any person to be the agent of the
 Company on such conditions as the Directors may determine, provided that the delegation is
 not to the exclusion of their own powers and may be revoked by the Directors at any time.

 35.5 The
 Directors may by power of attorney or otherwise appoint any company, firm, person or body
 of persons, whether nominated directly or indirectly by the Directors, to be the attorney
 or authorised signatory of the Company for such purpose and with such powers, authorities
 and discretions (not exceeding those vested in or exercisable by the Directors under the
 Articles) and for such period and subject to such conditions as they may think fit, and any
 such powers of attorney or other appointment may contain such provisions for the protection
 and convenience of persons dealing with 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 them.

 35.6 The
 Directors may appoint such Officers as they consider necessary on such terms, at such remuneration
 and to perform such duties, and subject to such provisions as to disqualification and removal
 as the Directors may think fit. Unless otherwise specified in the terms of their appointment
 an Officer may be removed by resolution of the Directors or Members. An Officer may vacate
 their office at any time if they give notice in writing to the Company that they resign their
 office.

 36 No
 Minimum Shareholding

 The
Company in general meeting may fix a minimum shareholding required to be held by a Director, but unless and until such a shareholding
qualification is fixed a Director is not required to hold Shares.

 37 Remuneration
 of Directors

 37.1 The
 remuneration to be paid to the Directors, if any, shall be such remuneration as the Directors
 shall determine, provided that no cash remuneration shall be paid to any Director by the
 Company prior to the consummation of a Business Combination. The Directors shall also, whether
 prior to or after the consummation of a Business Combination, be entitled to be paid all
 travelling, hotel and other expenses properly incurred by them in connection with their attendance
 at meetings of Directors or committees of Directors, or general meetings of the Company,
 or separate meetings of the holders of any class of Shares or debentures of the Company,
 or otherwise in connection with the business of the Company or the discharge of their duties
 as a Director, or to receive a fixed allowance in respect thereof as may be determined by
 the Directors, or a combination partly of one such method and partly the other.

 [General Registry
 Cayman Islands Seal]

 Filed: 28-May-2026 16:39 EST
 Auth Code: K38718805170
 www.verify.gov.ky File#: 426865

 32

 37.2 The
 Directors may by resolution approve additional remuneration to any Director for any services
 which in the opinion of the Directors go beyond that Director’s ordinary routine work
 as a Director. Any fees paid to a Director who is also counsel, attorney or solicitor to
 the Company, or otherwise serves it in a professional capacity shall be in addition to their
 remuneration as a Director.

 38 Seal

 38.1 The
 Company may, if the Directors so determine, have a Seal. The Seal shall only be used by the
 authority of the Directors or of a committee of the Directors authorised by the Directors.
 Every instrument to which the Seal has been affixed shall be signed by at least one person
 who shall be either a Director or some Officer or other person appointed by the Directors
 for the purpose.

 38.2 The
 Company may have for use in any place or places outside the Cayman Islands a duplicate Seal
 or Seals each of which shall be a facsimile of the common Seal of the Company and, if the
 Directors so determine, with the addition on its face of the name of every place where it
 is to be used.

 38.3 A
 Director or Officer, representative or attorney of the Company may without further authority
 of the Directors affix the Seal over their signature alone to any document of the Company
 required to be authenticated by them under seal or to be filed with the Registrar of Companies
 in the Cayman Islands or elsewhere wheresoever.

 39 Dividends,
 Distributions and Reserve

 39.1 Subject
 to the Statute and this Article and except as otherwise provided by the rights attached to
 any Shares, the Directors may resolve to pay Dividends and other distributions on Shares
 in issue and authorise payment of the Dividends or other distributions out of the funds of
 the Company lawfully available therefor. A Dividend shall be deemed to be an interim Dividend
 unless the terms of the resolution pursuant to which the Directors resolve to pay such Dividend
 specifically state that such Dividend shall be a final Dividend. No Dividend or other distribution
 shall be paid except out of the realised or unrealised profits of the Company, out of the
 share premium account or as otherwise permitted by law.

 39.2 Except
 as otherwise provided by the rights attached to any Shares, all Dividends and other distributions
 shall be paid according to the par value of the Shares that a Member holds. If any Share
 is issued on terms providing that it shall rank for Dividend as from a particular date, that
 Share shall rank for Dividend accordingly.

 [General Registry
 Cayman Islands Seal]

 Filed: 28-May-2026 16:39 EST
 Auth Code: K38718805170
 www.verify.gov.ky File#: 426865

 33

 39.3 The
 Directors may deduct from any Dividend or other distribution payable to any Member all sums
 of money (if any) then payable by the Member to the Company on account of calls or otherwise.

 39.4 The
 Directors may resolve that any Dividend or other distribution be paid wholly or partly by
 the distribution of specific assets and in particular (but without limitation) by the distribution
 of shares, debentures, or securities of any other company or in any one or more of such ways
 and where any difficulty arises in regard to such distribution, the Directors may settle
 the same as they think expedient and in particular may issue fractional Shares and may fix
 the value for distribution of such specific assets or any part thereof and may determine
 that cash payments shall be made to any Members upon the basis of the value so fixed in order
 to adjust the rights of all Members and may vest any such specific assets in trustees in
 such manner as may seem expedient to the Directors.

 39.5 Except
 as otherwise provided by the rights attached to any Shares, Dividends and other distributions
 may be paid in any currency. The Directors may determine the basis of conversion for any
 currency conversions that may be required and how any costs involved are to be met.

 39.6 The
 Directors may, before resolving to pay any Dividend or other distribution, set aside such
 sums as they think proper as a reserve or reserves which shall, at the discretion of the
 Directors, be applicable for any purpose of the Company and pending such application may,
 at the discretion of the Directors, be employed in the business of the Company.

 39.7 Any
 Dividend, other distribution, interest or other monies payable in cash in respect of Shares
 may be paid by wire transfer to the holder or by cheque or warrant sent through the post
 directed to the registered address of the holder or, in the case of joint holders, to the
 registered address of the holder who is first named on the Register of Members or to such
 person and to such address as such holder or joint holders may in writing direct. Every such
 cheque or warrant shall be made payable to the order of the person to whom it is sent. Any
 one of two or more joint holders may give effectual receipts for any Dividends, other distributions,
 bonuses, or other monies payable in respect of the Share held by them as joint holders.

 39.8 No
 Dividend or other distribution shall bear interest against the Company.

 39.9 Any
 Dividend or other distribution which cannot be paid to a Member and/or which remains unclaimed
 after six months from the date on which such Dividend or other distribution becomes payable
 may, in the discretion of the Directors, be paid into a separate account in the Company’s
 name, provided that the Company shall not be constituted as a trustee in respect of that
 account and the Dividend or other distribution shall remain as a debt due to the Member.
 Any Dividend or other distribution which remains unclaimed after a period of six years from
 the date on which such Dividend or other distribution becomes payable shall be forfeited
 and shall revert to the Company.

 [General Registry
 Cayman Islands Seal]

 Filed: 28-May-2026 16:39 EST
 Auth Code: K38718805170
 www.verify.gov.ky File#: 426865

 34

 39.10 Other than with respect to payments or distributions from the Trust Account,
no Dividends or other distributions shall be payable on the Class A Shares unless approved by consent in writing of the holders of not
less than a majority of the issued Class B Shares.

 40 Capitalisation

 The
Directors may at any time capitalise any sum standing to the credit of any of the Company’s reserve accounts or funds (including
the share premium account and capital redemption reserve fund) or any sum standing to the credit of the profit and loss account or otherwise
available for distribution; appropriate such sum to Members in the proportions in which such sum would have been divisible amongst such
Members had the same been a distribution of profits by way of Dividend or other distribution; and apply such sum on their behalf in paying
up in full unissued Shares for allotment and distribution credited as fully paid-up to and amongst them in the proportion aforesaid.
In such event the Directors shall do all acts and things required to give effect to such capitalisation, with full power given to the
Directors to make such provisions as they think fit in the case of Shares becoming distributable in fractions (including provisions whereby
the benefit of fractional entitlements accrue to the Company rather than to the Members concerned). The Directors may authorise any person
to enter on behalf of all of the Members interested into an agreement with the Company providing for such capitalisation and matters
incidental or relating thereto and any agreement made under such authority shall be effective and binding on all such Members and the
Company.

 41 Books
 of Account

 41.1 The
 Directors shall cause proper books of account (including, where applicable, material underlying
 documentation including contracts and invoices) to be kept with respect to all sums of money
 received and expended by the Company and the matters in respect of which the receipt or expenditure
 takes place, all sales and purchases of goods by the Company and the assets and liabilities
 of the Company. Such books of account must be retained for a minimum period of five years
 from the date on which they are prepared. Proper books shall not be deemed to be kept if
 there are not kept such books of account as are necessary to give a true and fair view of
 the state of the Company’s affairs and to explain its transactions.

 41.2 The
 Directors shall determine whether and to what extent and at what times and places and under
 what conditions or regulations the accounts and books of the Company or any of them shall
 be open to the inspection of Members not being Directors and no Member (not being a Director)
 shall have any right of inspecting any account or book or document of the Company except
 as conferred by Statute or authorised by the Directors or by the Company in general meeting.

 [General Registry
 Cayman Islands Seal]

 Filed: 28-May-2026 16:39 EST
 Auth Code: K38718805170
 www.verify.gov.ky File#: 426865

 35

 41.3 The
 Directors may cause to be prepared and to be laid before the Company in general meeting profit
 and loss accounts, balance sheets, group accounts (if any) and such other reports and accounts
 as may be required by law.

 42 Audit

 42.1 The
 Directors may appoint an Auditor of the Company who shall hold office on such terms as the
 Directors determine.

 42.2 Without
prejudice to the freedom of the Directors to establish any other committee, if the Shares (or depositary receipts therefor) are listed
or quoted on the Designated Stock Exchange, and if required by the rules and regulations of the Designated Stock Exchange, the Securities
and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law, the Directors shall establish
and maintain an Audit Committee as a committee of the Directors and shall adopt a formal written Audit Committee charter and review and
assess the adequacy of the formal written charter on an annual basis. The composition and responsibilities of the Audit Committee shall
comply with the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent
regulatory authority or otherwise under Applicable Law. The Audit Committee shall meet at least once every financial quarter, or more frequently as circumstances dictate.

 42.3 If
 the Shares (or depositary receipts therefor) are listed or quoted on the Designated Stock
 Exchange, the Company shall conduct an appropriate review of all related party transactions
 on an ongoing basis and shall utilise the Audit Committee for the review and approval of
 potential conflicts of interest.

 42.4 The
 remuneration of the Auditor shall be fixed by the Audit Committee (if one exists).

 42.5 If
 the office of Auditor becomes vacant by resignation or death of the Auditor, or by their
 becoming incapable of acting by reason of illness or other disability at a time when their
 services are required, the Directors shall fill the vacancy and determine the remuneration
 of such Auditor.

 42.6 Every
 Auditor of the Company shall have a right of access at all times to the books and accounts
 and vouchers of the Company and shall be entitled to require from the Directors and Officers
 such information and explanation as may be necessary for the performance of the duties of
 the Auditor.

 [General Registry
 Cayman Islands Seal]

 Filed: 28-May-2026 16:39 EST
 Auth Code: K38718805170
 www.verify.gov.ky File#: 426865

 36

 42.7 Auditors
 shall, if so required by the Directors, make a report on the accounts of the Company during
 their tenure of office at the next annual general meeting following their appointment in
 the case of a company which is registered with the Registrar of Companies as an ordinary
 company, and at the next extraordinary general meeting following their appointment in the
 case of a company which is registered with the Registrar of Companies as an exempted company,
 and at any other time during their term of office, upon request of the Directors or any general
 meeting of the Members.

 42.8 Any
payment made to members of the Audit Committee (if one exists) shall require the review and approval of the Directors, with any Director
interested in such payment abstaining from such review and approval.

 42.9 The
 Audit Committee shall monitor compliance with the terms of the IPO and, if any non-compliance
 is identified, the Audit Committee shall be charged with the responsibility to take all action
 necessary to rectify such non-compliance or otherwise cause compliance with the terms of
 the IPO.

 42.10 At
 least one member of the Audit Committee shall be an “audit committee financial expert”
 as determined by the rules and regulations of the Designated Stock Exchange, the Securities
 and Exchange Commission and/or any other competent regulatory authority or otherwise under
 Applicable Law. The “audit committee financial expert” shall have such past employment
 experience in finance or accounting, requisite professional certification in accounting,
 or any other comparable experience or background which results in the individual’s
 financial sophistication.

 43 Notices

 43.1 Notices
 shall be in writing and may be given by the Company to any Member either personally or by
 sending it by courier, post, telex, fax or email to such Member or to such Member’s
 address as shown in the Register of Members (or where the notice is given by email by sending
 it to the email address provided by such Member). Notice may also be served by Electronic
 Communication in accordance with the rules and regulations of the Designated Stock Exchange,
 the Securities and Exchange Commission and/or any other competent regulatory authority or
 by placing it on the Company’s Website.

 43.2 Where
 a notice is sent by:

 (a) courier;
 service of the notice shall be deemed to be effected by delivery of the notice to a courier
 company, and shall be deemed to have been received on the third day (not including Saturdays
 or Sundays or public holidays) following the day on which the notice was delivered to the
 courier;

 [General Registry
 Cayman Islands Seal]

 Filed: 28-May-2026 16:39 EST
 Auth Code: K38718805170
 www.verify.gov.ky File#: 426865

 37

 (b) post;
 service of the notice shall be deemed to be effected by properly addressing, pre paying and
 posting a letter containing the notice, and shall be deemed to have been received on the
 fifth day (not including Saturdays or Sundays or public holidays in the Cayman Islands) following
 the day on which the notice was posted;

 (c) telex
 or fax; service of the notice shall be deemed to be effected by properly addressing and sending
 such notice and shall be deemed to have been received on the same day that it was transmitted;

 (d) email
 or other Electronic Communication; service of the notice shall be deemed to be effected by
 transmitting the email to the email address provided by the intended recipient and shall
 be deemed to have been received on the same day that it was sent, and it shall not be necessary
 for the receipt of the email to be acknowledged by the recipient; and

 (e) placing
 it on the Company’s Website; service of the notice shall be deemed to have been effected
 one hour after the notice or document was placed on the Company’s Website.

 43.3 A
 notice may be given by the Company to the person or persons which the Company has been advised
 are entitled to a Share or Shares in consequence of the death or bankruptcy of a Member in
 the same manner as other notices which are required to be given under the Articles and shall
 be addressed to them by name, or by the title of representatives of the deceased, or trustee
 of the bankrupt, or by any like description at the address supplied for that purpose by the
 persons claiming to be so entitled, or at the option of the Company by giving the notice
 in any manner in which the same might have been given if the death or bankruptcy had not
 occurred.

 43.4 Notice
 of every general meeting shall be given in any manner authorised by the Articles to every
 holder of Shares carrying an entitlement to receive such notice on the record date for such
 meeting except that in the case of joint holders the notice shall be sufficient if given
 to the joint holder first named in the Register of Members and every person upon whom the
 ownership of a Share devolves because they are a legal personal representative or a trustee
 in bankruptcy of a Member where the Member but for their death or bankruptcy would be entitled
 to receive notice of the meeting, and no other person shall be entitled to receive notices
 of general meetings.

 44 Winding
 Up

 44.1 If
 the Company shall be wound up, the liquidator shall apply the assets of the Company in satisfaction
 of creditors’ claims in such manner and order as such liquidator thinks fit. Subject
 to the rights attaching to any Shares, in a winding up:

 (a) if
 the assets available for distribution amongst the Members shall be insufficient to repay
 the whole of the Company’s issued share capital, such assets shall be distributed so
 that, as nearly as may be, the losses shall be borne by the Members in proportion to the
 par value of the Shares held by them; or

 [General Registry
 Cayman Islands Seal]

 Filed: 28-May-2026 16:39 EST
 Auth Code: K38718805170
 www.verify.gov.ky File#: 426865

 38

 (b) if
 the assets available for distribution amongst the Members shall be more than sufficient to
 repay the whole of the Company’s issued share capital at the commencement of the winding
 up, the surplus shall be distributed amongst the Members in proportion to the par value of
 the Shares held by them at the commencement of the winding up subject to a deduction from
 those Shares in respect of which there are monies due, of all monies payable to the Company
 for unpaid calls or otherwise.

 44.2 If
 the Company shall be wound up the liquidator may, subject to the rights attaching to any
 Shares and with the approval of a Special Resolution of the Company and any other approval
 required by the Statute, divide amongst the Members in kind the whole or any part of the
 assets of the Company (whether such assets shall consist of property of the same kind or
 not) and may for that purpose value any assets and determine how the division shall be carried
 out as between the Members or different classes of Members. The liquidator may, with the
 like approval, vest the whole or any part of such assets in trustees upon such trusts for
 the benefit of the Members as the liquidator, with the like approval, shall think fit, but
 so that no Member shall be compelled to accept any asset upon which there is a liability.

 45 Indemnity
 and Insurance

 45.1 Every
 Director and Officer (which for the avoidance of doubt, shall not include auditors of the
 Company), together with every former Director and former Officer (each an “ Indemnified
 Person ”) shall be indemnified out of the assets of the Company against any liability,
 action, proceeding, claim, demand, costs, damages or expenses, including legal expenses,
 whatsoever which they or any of them may incur as a result of any act or failure to act in
 carrying out their functions other than such liability (if any) that they may incur by reason
 of their own actual fraud, wilful neglect or wilful default. No Indemnified Person shall
 be liable to the Company for any loss or damage incurred by the Company as a result (whether
 direct or indirect) of the carrying out of their functions unless that liability arises through
 the actual fraud, wilful neglect or wilful default of such Indemnified Person. No person
 shall be found to have committed actual fraud, wilful neglect or wilful default under this
 Article unless or until a court of competent jurisdiction shall have made a finding to that
 effect.

 45.2 The
 Company shall advance to each Indemnified Person reasonable attorneys’ fees and other
 costs and expenses incurred in connection with the defence of any action, suit, proceeding
 or investigation involving such Indemnified Person for which indemnity will or could be sought.
 In connection with any advance of any expenses hereunder, the Indemnified Person shall execute
 an undertaking to repay the advanced amount to the Company if it shall be determined by final
 judgment or other final adjudication that such Indemnified Person was not entitled to indemnification
 pursuant to this Article. If it shall be determined by a final judgment or other final adjudication
 that such Indemnified Person was not entitled to indemnification with respect to such judgment,
 costs or expenses, then such party shall not be indemnified with respect to such judgment,
 costs or expenses and any advancement shall be returned to the Company (without interest)
 by the Indemnified Person.

 [General Registry
 Cayman Islands Seal]

 Filed: 28-May-2026 16:39 EST
 Auth Code: K38718805170
 www.verify.gov.ky File#: 426865

 39

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

 46 Financial
 Year

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

 47 Transfer
 by Way of Continuation

 If
the Company is exempted as defined in the Statute, it shall, subject to the provisions of the Statute and with the approval of a Special
Resolution, have the power to register by way of continuation as a body corporate under the laws of any jurisdiction outside the Cayman
Islands and to be deregistered in the Cayman Islands.

 48 Mergers
 and Consolidations

 The
Company shall have the power to merge or consolidate with one or more other constituent companies (as defined in the Statute) upon such
terms as the Directors may determine and (to the extent required by the Statute) with the approval of a Special Resolution.

 49 Business
 Combination

 49.1 Notwithstanding
 any other provision of the Articles, this Article shall apply during the period commencing
 upon the adoption of the Articles and terminating upon the first to occur of the consummation
 of a Business Combination and the full distribution of the Trust Account pursuant to this
 Article. In the event of a conflict between this Article and any other Articles, the provisions
 of this Article shall prevail.

 49.2 Prior
 to the consummation of a Business Combination, the Company shall either:

 (a) submit
 such Business Combination to its Members for approval; or

 [General Registry
 Cayman Islands Seal]

 Filed: 28-May-2026 16:39 EST
 Auth Code: K38718805170
 www.verify.gov.ky File#: 426865

 40

 (b) provide
 Members with the opportunity to have their Shares repurchased by means of a tender offer
 for a per-Share repurchase price payable in cash, equal to the aggregate amount then on deposit
 in the Trust Account, calculated as of two business days prior to the consummation of such
 Business Combination, including interest earned on the Trust Account (net of taxes paid or
 payable, if any), divided by the number of then issued Public Shares, provided that the Company
 shall not repurchase Public Shares in an amount that would cause the Company’s net
 tangible assets to be less than US$5,000,001 following such repurchases. Such obligation
 to repurchase Shares is subject to the completion of the proposed Business Combination to
 which it relates.

 49.3 If
 the Company initiates any tender offer in accordance with Rule 13e-4 and Regulation 14E of
 the Exchange Act in connection with a proposed Business Combination, it shall file tender
 offer documents with the Securities and Exchange Commission prior to completing such Business
 Combination which contain substantially the same financial and other information about such
 Business Combination and the redemption rights as is required under Regulation 14A of the
 Exchange Act. If, alternatively, the Company holds a general meeting to approve a proposed
 Business Combination, the Company will conduct any redemptions in conjunction with a proxy
 solicitation pursuant to Regulation 14A of the Exchange Act, and not pursuant to the tender
 offer rules, and file proxy materials with the Securities and Exchange Commission.

 49.4 At
 a general meeting called for the purposes of approving a Business Combination pursuant to
 this Article, in the event that such Business Combination is approved by Ordinary Resolution,
 the Company shall be authorised to consummate such Business Combination, provided that the
 Company shall not consummate such Business Combination unless the Company has net tangible
 assets of at least US$5,000,001 immediately prior to, or upon such consummation of, or any
 greater net tangible asset or cash requirement that may be contained in the agreement relating
 to, such Business Combination.

 49.5 Any
 Member holding Public Shares who is not the Sponsor, a Founder, Officer or Director may,
 at least two business days’ prior to any vote on a Business Combination, elect to have
 their Public Shares redeemed for cash, in accordance with any applicable requirements provided
 for in the related proxy materials (the “ Business Combination Redemption ”),
 provided that no such Member acting together with any Affiliate of their or any other person
 with whom they are acting in concert or as a partnership, limited partnership, syndicate,
 or other group (including, for the avoidance of doubt, a “group” (as defined
 under Section 13 of the Exchange Act) for the purposes of acquiring, holding, or disposing
 of Shares may exercise this redemption right with respect to more than 15% of the Public
 Shares in the aggregate without the prior consent of the Company and provided further that
 any beneficial holder of Public Shares on whose behalf a redemption right is being exercised
 must identify itself to the Company in connection with any redemption election in order to
 validly redeem such Public Shares. If so demanded, the Company shall pay any such redeeming
 Member, regardless of whether they are voting for or against such proposed Business Combination,
 a per-Share redemption price payable in cash, equal to the aggregate amount then on deposit
 in the Trust Account calculated as of two business days prior to the consummation of the
 Business Combination, including interest earned on the Trust Account (such interest shall
 be net of taxes payable) and not previously released to the Company to pay its taxes, divided
 by the number of then issued Public Shares (such redemption price being referred to herein
 as the “ Redemption Price ”), but only in the event that the applicable
 proposed Business Combination is approved and in connection with its consummation. The Company
 shall not redeem Public Shares that would cause the Company’s net tangible assets to
 be less than US$5,000,001 following such redemptions (the “ Redemption Limitation ”).

 [General Registry
 Cayman Islands Seal]

 Filed: 28-May-2026 16:39 EST
 Auth Code: K38718805170
 www.verify.gov.ky File#: 426865

 41

 49.6 A
 Member may not withdraw a Redemption Notice once submitted to the Company unless the Directors
 determine (in their sole discretion) to permit the withdrawal of such redemption request
 (which they may do in whole or in part). The Directors (in their sole discretion) shall determine
 the timing of such Business Combination Redemption of Public Shares in order to facilitate
 the consummation and/or closing of a Business Combination.

 49.7 In
 the event that

 (a) the
 Company does not consummate a Business Combination within 21 months from the consummation
 of the IPO, or such later time as the Members may approve by Special Resolution in accordance
 with the Articles, (the “ Deadline Date ”), or

 (b) if
 the Directors determine by resolution, and provide notice in writing to the Members, that
 the Company is unable to consummate a Business Combination by the Deadline Date,

 the
Company shall:

 (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 on the funds held in the Trust
 Account and not previously released to the Company (less taxes payable and up to US$100,000
 of interest to pay dissolution expenses), divided by the number of then Public Shares in
 issue, which redemption will completely extinguish public Members’ rights as Members
 (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 Members and the Directors, liquidate and dissolve,

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

 [General Registry
 Cayman Islands Seal]

 Filed: 28-May-2026 16:39 EST
 Auth Code: K38718805170
 www.verify.gov.ky File#: 426865

 42

 49.8 In
 the event that any amendment is made to the Articles:

 (a) to
 modify the substance or timing of the Company’s obligation to allow redemption in connection
 with a Business Combination or redeem 100% of the Public Shares if the Company does not consummate
 a Business Combination by the Deadline Date, or such later time as the Members may approve
 by Special Resolution in accordance with the Articles; or

 (b) with
 respect to any other provision relating to Members’ rights or pre-Business Combination
 activity,

 each
holder of Public Shares who is not the Sponsor, a Founder, Officer or Director shall be provided with the opportunity to redeem their
Public Shares (the “ Amendment Redemption ”) upon the approval or effectiveness of any such amendment at a per-Share
price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held
in the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then outstanding Public Shares.
The Directors (in their sole discretion) shall determine the timing of any such Amendment Redemption. The Company’s ability to
provide the Amendment Redemption is subject to the Redemption Limitation.

 49.9 A
 holder of Public Shares shall be entitled to receive distributions from the Trust Account
 only in the event of a Business Combination Redemption, an Amendment 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.

 49.10 Except (i) in connection with the conversion of Class B Shares into Class
A Shares pursuant to the Class B Ordinary Share Conversion Article hereof where the holders of such Shares have waived any right to receive
funds from the Trust Account; or (ii) the issuance of Class A Shares in connection with the conversion of all or any portion of the amount
outstanding under any loan from the Sponsor to the Company at the Sponsor’s option where the Sponsor has waived any right to receive
funds from 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:

 (a) receive
 funds from the Trust Account; or

 (b) vote
 as a class with Public Shares on a Business Combination.

 [General Registry
 Cayman Islands Seal]

 Filed: 28-May-2026 16:39 EST
 Auth Code: K38718805170
 www.verify.gov.ky File#: 426865

 43

 49.11 Following the IPO, no additional sums shall be deposited by the Company
in the Trust Account without the consent in writing of the holders of not less than a majority of the issued Class B Shares.

 49.12 The
 uninterested Independent Directors shall approve any transaction or transactions between
 the Company and any of the following parties:

 (a) any
 Member owning an interest in the voting power of the Company that gives such Member a significant
 influence over the Company; and

 (b) any
 Director or Officer and any Affiliate of such Director or Officer.

 49.13 A
 Director may vote in respect…