Note 11 — Subsequent Events

The Company evaluated subsequent events and transactions that occurred up to the date the unaudited condensed consolidated financial statements were issued. Based upon this review, except for the below, the Company did not identify any subsequent events that have occurred that would require adjustment or disclosures in the unaudited condensed consolidated financial statements.

Third Extraordinary General Meeting

On August 9, 2023, the Company held the Third Extraordinary General Meeting, at which, the shareholders approved by a special resolution to amend the Company’s second amended and restated memorandum and articles of association, as amended on February 7, 2023 and May 9, 2023 to extend the date by which the Company must (i) consummate an initial Business Combination or (ii) cease its operations except for the purpose of winding up if it fails to complete such Business Combination and redeem or repurchase 100% of the Company’s then issued and outstanding Public Shares from August 9, 2023, without the need for any further approval of the Company’s shareholders, by resolutions of the Board at least three days prior to the applicable Extended Date, up to six times, each by an additional month, for an aggregate of six additional months, until February 9, 2024, without requiring the Company to make any deposit into the Trust Account.

Capital Contribution Note

On August 8, 2023 the Company entered into the Subscription Agreement with the Sponsor and Polar, an unaffiliated third party of the Company. Pursuant to the Subscription Agreement, Polar agrees to make certain capital contributions (“Investor Capital Contribution”) from time to time, at the request of the Sponsor, subject to the terms and conditions of the Subscription Agreement, to the Sponsor to meet the Sponsor’s commitment to fund the Company’s working capital needs.

The maximum aggregate Investor Capital Contribution is $1,500,000, with (i) an initial Investor Capital Contribution of $500,000 available for drawdown within five business days of the Subscription Agreement; (ii) an Investor Capital Contribution of $500,000 available for drawdown within five business days after the date that the Company announces a business combination agreement; and (iii) an Investor Capital Contribution of $500,000 available for drawdown after the date of filing of a registration statement in relation to the Business Combination. The Sponsor has the right but no obligation to drawdown any amount pursuant to and under the Subscription Agreement. Up to the date the unaudited condensed consolidated financial statements were issued, in connection with the Subscription Agreement, the Sponsor has not yet loaned to the Company.

In exchange for the forgoing commitment of Polar to make capital contributions to the Sponsor, the Company agrees to, or cause the surviving entity following the closing of the Company’s initial Business Combination to, issue one Class A ordinary share of the Company (or the surviving entity) for each dollar of Investor Capital Contribution received by the Sponsor, at the closing of the Business Combination (the “Subscription Shares”). The Company or the surviving entity of the Business Combination shall file a registration statement to register the Subscription Shares promptly but no later than 30 calendar days after the closing of the Business Combination, and cause the registration statement to be declared effective no later than 90 calendar days after the closing of Business Combination.

Any loan by the Sponsor to the Company funded by the Investor Capital Contribution shall not accrue interest and shall be repaid by the Company upon the closing of an initial Business Combination. Upon such repayment to the Sponsor, the Sponsor shall pay to Polar an amount equal to the Investor Capital Contribution actually funded and received by the Sponsor within five business days of the closing of the Business Combination. The Sponsor shall not sell, transfer, or otherwise dispose of any securities owned by the Sponsor until the full amount of the payments due has been paid to Polar. The Company and Sponsor shall be jointly and severally obligated for such repayment to Polar. If the Company consummates its Business Combination, Polar may elect at closing of the Business Combination to receive such repayments either in cash or in the form of Class A ordinary share at a rate of one Class A ordinary share for each $10 of the Investor Capital Contribution actually funded and received by the Sponsor.

If the Company liquidates without consummating any Business Combination, any amounts remaining in the Sponsor’s or the Company’s cash accounts (not including the Trust Account), to the extent legally permissible and permissible under agreements which Sponsor or the Company is party to, will be paid to Polar by the Sponsor within five calendar days of the liquidation. Such payment from the Sponsor shall fulfill the Company’s and the Sponsor’s joint obligations to repay the amounts due to Polar under the Subscription Agreement and release the Company and the Sponsor from any and all joint obligations to repay Polar pursuant to the Subscription Agreement.