We are a blank check company newly incorporated as a Cayman Islands exempted
company on March 8, 2024. Exempted companies are Cayman Islands companies
wishing to conduct business outside the Cayman Islands and, as such, are
exempted from complying with certain provisions of the Companies Act. As an
exempted company, we have applied for and received a tax exemption undertaking
from the Cayman Islands government that, in accordance with section 6 of the Tax
Concessions Act (As Revised) of the Cayman Islands, for a period of 30 years
from the date of the undertaking, no law which is enacted in the Cayman Islands
imposing any tax to be levied on profits, income, gains or appreciations shall
apply to us or our operations and, in addition, that no tax to be levied on
profits, income, gains or appreciations or which is in the nature of estate duty
or inheritance tax shall be payable (i) on or in respect of our shares,
debentures or other obligations or (ii) by way of the withholding in whole or in
part of a payment of dividend or other distribution of income or capital by us
to our shareholders or a payment of principal or interest or other sums due
under a debenture or other obligation of us.
