Futurewave Acquisition files S‑1/A to register 5,000,000-unit SPAC IPO

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S-1/A
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futurewaveacq_s1a.htm
S-1/A

As filed with the U.S. Securities and Exchange Commission on May 26, 2026

Registration No. 333-295572

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

Amendment No. 1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

FUTUREWAVE ACQUISITION CORPORATION

(Exact name of registrant as specified in its charter)

Cayman Islands |
|
6770 |
|
N/A |

(State or Other Jurisdiction of
Incorporation or Organization) |
|

(Primary Standard Industrial

Classification Code Number)
|
|
(I.R.S. Employer
Identification Number) |

1185 Avenue of the Americas, 3 rd Fl.

New York, NY 10036

Telephone: (212) 612-1400

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Daniel M. McCabe

1185 Avenue of the Americas, 3 rd Fl.

New York, NY 10036

Telephone: (212) 612-1400

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies to:

Cassi Olson, Esq.

Celine and Partners, P.L.L.C.

1185 6 th Ave., 3 rd Floor

New York, NY 10036

Telephone: (212) 612-1400
|
|

James. R. Brown

Douglas C. Lionberger

O’Melveny & Myers LLP

700 Louisiana Street, Suite 2900

Houston, Texas 77002

Telephone: (713) 206-3297
|

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended. (Check one):

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Large accelerated filer |
☐ |
Accelerated filer |
☐ |

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Non-accelerated filer |
☒ |
Smaller reporting company |
☒ |

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Emerging growth company |
☒ |

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS |
SUBJECT TO COMPLETION,
DATED MAY 26, 2026 |

$50,000,000

Futurewave Acquisition Corporation

5,000,000 Units

Futurewave Acquisition Corporation is a blank check company incorporated as a Cayman Islands exempted company with limited liability, formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses or entities. Our efforts to identify a prospective target business will not be limited to a particular industry or geographic region. We do not have any specific business combination under consideration and we have not (nor has anyone on our behalf), directly or indirectly, contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to such a transaction with our company.

This is an initial public offering of our securities. Each unit we are offering has a price of $10.00 and consists of: (i) one ordinary share, (ii) one right to receive one-fourth (1/4) of one ordinary share upon the consummation of the initial business combination, and (iii) one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one ordinary share at a price of $11.50 per share, subject to adjustment as described in this prospectus. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will become exercisable 30 days after the completion of our initial business combination and will expire five years after the completion of our initial business combination or earlier upon redemption or our liquidation, as described herein. Subject to the terms and conditions described in the prospectus, we may redeem the warrants for cash once the warrants become exercisable. The underwriters have a 45-day option from the date of the consummation of this offering to purchase up to an additional 750,000 units (over and above the 5,000,000 units referred to above) to cover over-allotments, if any.

We will provide our holders of public shares (as defined below), which we refer to collectively as our “public shareholders,” with the opportunity to redeem, regardless of whether they abstain, vote for, or against, our initial business combination, all or a portion of their ordinary shares that were sold as part of the units in this offering, which we refer to collectively as our “public shares,” upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable), divided by the number of then outstanding public shares. Notwithstanding the foregoing, if we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering without our prior consent. See “ Summary — The Offering — Limitation on redemption rights of shareholders holding more than 15% of the shares sold in this offering if we hold shareholder vote” for further discussion on certain limitations on redemption rights .

We have 12 months from the closing of this offering to consummate our initial business combination. If we anticipate that we may be unable to consummate our initial business combination within such period, we may seek shareholder approval to amend our Post-offering Memorandum and Articles of Association to extend the date by which we must consummate our initial business combination. If we seek shareholder approval for an extension, our public shareholders will be offered an opportunity to redeem their shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (net of taxes payable), divided by the number of then outstanding public shares, subject to applicable laws. If we are unable to complete our initial business combination within 12 months from the closing of this offering, we will distribute the aggregate amount then on deposit in the trust account, including interest (net of taxes payable and less up to $50,000 of interest to pay liquidation and dissolution expenses), pro rata to our public shareholders, by way of the redemption of their shares and thereafter cease all operations except for the purposes of winding up of our affairs, as further described herein.

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Futurewave Capital Solutions Limited, which we refer to throughout this prospectus as our “Sponsor,” has agreed that they and/or their designees will purchase from us an aggregate of 235,500 units, or “private units” at a price of $10.00 per unit. Our Sponsor has also agreed that if the over-allotment option is exercised by the underwriters in full or in part, they and/or their designees will purchase from us up to an additional 5,625 private units on a pro rata basis at a price of $10.00 per unit in an amount that is necessary to maintain in the trust account $10.00 per unit sold to the public in this offering. These purchases will take place on a private placement basis simultaneously with the consummation of this offering. Each private unit shall consist of one ordinary share, one right to receive one-fourth of one ordinary share, and one redeemable warrant upon the consummation of the initial business combination. Our Sponsor has agreed not to transfer, assign or sell any of the private units or underlying securities (with certain exceptions) until the completion of our initial business combination.

Our Sponsor owns 2,466,750 ordinary shares, which we refer to herein as “founder shares.” Our Sponsor purchased 2,466,750 ordinary shares for an aggregate purchase price of $25,000, or approximately $0.0101 per ordinary share. After giving effect of forfeiture of 321,750 ordinary shares assuming that the underwriter’s overallotment option is not exercised, the resulting purchase price will be approximately $0.0117 per share. Given our Sponsor paid a nominal aggregate purchase price for the founder shares, the value of your public shares may be significantly diluted upon the consummation of our initial business combination, when the founder shares are converted into public shares. Our Chief Executive Officer has a significant economic interest in our Sponsor. As a result, the low acquisition cost of the founder shares creates an economic incentive whereby our Chief Executive Officer could potentially make a substantial profit even if we complete a business combination with a target business that subsequently declines in value and is unprofitable for public investors.

The number of founder shares was determined based on the expectation that such shares would represent approximately 30% of the Company’s issued and outstanding ordinary shares immediately after this offering, excluding the private placement units.

This practice may result in a material dilution of the equity interest of purchasers in this offering. Because our Sponsor acquired these founder shares at a nominal price, any such adjustment will effectively increase the number of shares held by the Sponsor without a corresponding increase in capital contributions. Therefore, if the offering is upsized and additional founder shares are issued to maintain the Sponsor’s 30% interest, public investors will be subject to additional dilution on a per-share basis and a reduced percentage of the Company such that their voting and economic interests in the Company would be diluted accordingly.

Repayment of working capital loans which may be made by our Sponsor, officers, directors or their affiliates to finance transaction costs in connection with an initial business combination (1) through a portion of the funds not held in the trust account, and only to the extent available, if the initial business combination does not close, or (2) upon consummation of our initial business combination, without interest, or, at the holder’s discretion, up to $1,500,000 may be converted into private units at a price of $10.00 per unit. We will also reimburse our Sponsor $15,000 per month for office space and administrative services made available to us. See “ Risk Factors — The value of the founder shares following completion of our initial business combination is likely to be substantially higher than the nominal price paid for them, even if the trading price of our public shares at such time is substantially less than $10.00 per public share”, for further discussion on our sponsor’s and our affiliates’ shares and compensation.

The founder shares include 321,750 ordinary shares of which are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is not exercised in full or in part. In addition, our Sponsor has agreed to loan us up to $200,000 to be used for a portion of the expenses of this offering, which amount will be repaid upon closing of this offering. See “ Summary — The Offering — Sponsor Information ” for further discussion on our sponsor’s and our affiliates’ shares and compensation.

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As more fully discussed in “ Management — Conflicts of Interest ,” each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. Our Sponsor is the beneficial owner of the founder shares and will be the beneficial owner of private units following this offering, and members of our management team will indirectly own such securities. Because of such ownership and interests, our Sponsor, and any of our officers and directors who have an ownership interest in the Sponsor, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. The low price that our Sponsor paid for the founder shares creates an incentive whereby our Sponsor could potentially make a substantial profit even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. If we are unable to complete our initial business combination within the required time period described in this prospectus, the founder shares and private units may be worthless, except to the extent the holders thereof receive liquidating distributions from assets outside the trust account, which could create an incentive for our sponsor and our executive officers and directors who have an ownership interest the sponsor to complete a transaction even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors were to be included by a target business as a condition to any agreement with respect to our initial business combination. Additionally, we will reimburse our Sponsor $15,000 per month for office space and administrative services made available to us, each as described elsewhere in this prospectus.

Currently, there is no public market for our units, ordinary shares, warrants, or rights. We expect to apply to list our units on the Nasdaq Capital Market and apply to reserve the symbol “FWACU” for our units. We expect that our units will be listed on Nasdaq on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on Nasdaq. We expect the ordinary shares, warrants and rights comprising the units will begin separate trading on the 52nd day following the effectiveness of the registration statement of which this prospectus forms a part, unless SPAC Advisory Partners informs us of its decision to allow earlier separate trading, subject to our filing a Current Report on Form 8-K with the U.S. Securities and Exchange Commission (“SEC”) containing an audited balance sheet reflecting our receipt of the gross proceeds of this offering and issuing a press release announcing when such separate trading will begin. Once the securities comprising the units begin separate trading, we expect that the ordinary shares, warrants and rights will be listed on Nasdaq under the symbols “FWAC”, “FWACW” and “FWACR”, respectively. We cannot assure you that our securities will be, or will continue to be, listed on Nasdaq in the future or prior to our initial business combination.

We qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, and therefore will be subject to reduced reporting requirements.

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 40 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings.

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Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

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Price to

Public
|
|
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Underwriting
Discounts and
Commissions (1)(2) |
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Proceeds Before
Expenses
to Us
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Per Unit |
|
$ |
10.00 |
|
|
$ |
0.075 |
(1) |
|
$ |
9.925 |
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Total |
|
$ |
50,000,000 |
|
|
$ |
375,000 |
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|
$ |
49,625,000 |
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(1) |
$0.075 per unit or $375,000 in the aggregate (or $431,250 if the underwriter’s over-allotment option is exercised in full) is payable upon the consummation of this offering. See the section of this prospectus entitled “Underwriting” for a description of compensation and other items of value payable to the underwriters. |

(2) |
In addition, PAP (defined below) will be entitled to receive ordinary shares equal to 3% of the total number of ordinary shares sold in this offering (including any shares issued upon exercise of the over-allotment option) (the “Representative Shares”) as underwriting compensation. The Representative Shares will be issued to PAP (or its designees) upon the closing of this offering and will be subject to the transfer and lock-up restrictions pursuant to FINRA Rule 5110(e)(2). |

Upon consummation of the offering, $10.00 per unit sold to the public in this offering (whether or not the underwriter’s over-allotment option has been exercised in full or in part) will be deposited into a United-States-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee. Such amount does not include any deferred underwriting commissions. The Company will issue to PAP (or its designees) an aggregate of 150,000 Representative Shares, or up to 172,500 Representative Shares if the over-allotment option is exercised in full. The Representative Shares will be issued upon the closing of this offering and will be subject to the transfer and lock-up restrictions pursuant to FINRA Rule 5110(e)(2). Except as described in this prospectus, the funds held in trust will not be released until the earlier of the consummation of our initial business combination or our redemption of the ordinary shares sold in this offering upon our failure to consummate a business combination within the required period.

Because our Sponsor acquired the founder shares at a nominal price, our public shareholders will incur an immediate and substantial dilution upon the closing of this offering. See the section titled “Risk Factors — Risks Relating to our Securities — “The value of the founder shares following completion of our initial business combination is likely to be substantially higher than the nominal price paid for them, even if the trading price of our ordinary shares at such time is substantially less than $10.00 per public share . ”

The following table illustrates our net tangible book value per share at the specified redemption levels. See the sections titled “Prospectus Summary–Dilution” and “Dilution” for more information.

As of March 31, 2026

|
|
Without Over-Allotment Option Exercised |
|

|
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Scenario A
25%
redemptions (1) |
|
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Scenario B
50%
redemptions (2) |
|
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Scenario C
75%
redemptions (3) |
|
|
Scenario D
Maximum
redemptions (4) |
|

Offering price of $8.00 included in the units (adjusted to include the value of the rights) |
|
$ |
8.00 |
|
|
$ |
8.00 |
|
|
$ |
8.00 |
|
|
$ |
8.00 |
|

Pro forma net tangible book value per share, as adjusted |
|
|
5.09 |
|
|
|
4.12 |
|
|
|
2.68 |
|
|
|
0.29 |
|

Dilution to public shareholders |
|
$ |
2.91 |
|
|
$ |
3.88 |
|
|
$ |
5.32 |
|
|
$ |
7.71 |
|

(1) |
The numbers set forth in this column assume that 1,250,000 public shares, or 25%, of 5,000,000 public shares are redeemed. |

(2) |
The numbers set forth in this column assume that 2,500,000 public shares, or 50%, of 5,000,000 public shares are redeemed. |

(3) |
The numbers set forth in this column assume that 3,750,000 public shares, or 75%, of 5,000,000 public shares are redeemed. |

(4) |
The numbers set forth in this column assume that 5,000,000 public shares, or 100%, of 5,000,000 public shares are redeemed. |

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As of March 31, 2026

|
|
With Over-Allotment Option Exercised |
|

|
|
Scenario A
25%
redemptions (1) |
|
|
Scenario B
50%
redemptions (2) |
|
|
Scenario C
75%
redemptions (3) |
|
|
Scenario D
Maximum
redemptions (4) |
|

Offering price of $8.00 included in the units (adjusted to include the value of the rights) |
|
$ |
8.00 |
|
|
$ |
8.00 |
|
|
$ |
8.00 |
|
|
$ |
8.00 |
|

Pro forma net tangible book value per share, as adjusted* |
|
$ |
5.10 |
|
|
$ |
4.13 |
|
|
$ |
2.68 |
|
|
$ |
0.27 |
|

Dilution to public shareholders |
|
$ |
2.90 |
|
|
$ |
3.87 |
|
|
$ |
5.32 |
|
|
$ |
7.73 |
|

(1) |
The numbers set forth in this column assume that 1,437,500 public shares, or 25%, of 5,750,000 public shares are redeemed. |

(2) |
The numbers set forth in this column assume that 2,875,000 public shares, or 50%, of 5,750,000 public shares are redeemed. |

(3) |
The numbers set forth in this column assume that 4,312,500 public shares, or 75%, of 5,750,000 public shares are redeemed. |

(4) |
The numbers set forth in this column assume that 5,750,000 public shares, or 100%, of 5,750,000 public shares are redeemed. |

Our Sponsor and members of our management team will directly or indirectly own our securities following this offering, and accordingly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Additionally, each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. See the sections titled “Proposed Business — Sourcing of Potential Business Combination Targets” and “Management — Conflicts of Interest” for more information.

The underwriters are offering the units on a firm commitment basis. Polaris Advisory Partners (“PAP”), acting as the sole book-running manager and representative of the underwriters, expects to deliver the units to purchasers on or about [●], 2026.

Sole Book-Running Manager

Polaris

A division of Kingswood Capital Partners LLC

The date of this prospectus is [ ], 2026

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Table of Contents

Prospectus Summary |
|
1 |

Cautionary Note Regarding Forward-Looking Statements |
|
36 |

Summary Risk Factors |
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37 |

Summary Financial Data |
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39 |

Risk Factors |
|
40 |

Use of Proceeds |
|
82 |

Dividend Policy |
|
85 |

Dilution |
|
86 |

Capitalization |
|
91 |

Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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92 |

Proposed Business |
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96 |

Management |
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109 |

Principal Shareholders |
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118 |

Certain Relationships and Related Party Transactions |
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120 |

Description of Securities |
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122 |

Share Eligible for Future Sale |
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147 |

Underwriting |
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149 |

Legal Matters |
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159 |

Experts |
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159 |

Where You Can Find Additional Information |
|
159 |

Index to Financial Statements |
|
F-1 |

We are responsible for the information contained in this prospectus. We have not, and the underwriters have not, authorized anyone to provide you with different information, and neither we nor the underwriters take responsibility for any other information others may give to you. We are not, and the underwriters are not, making an offer to sell securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus.

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Prospectus Summary

This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under the section of this prospectus entitled “Risk Factors” and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to:

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● |
“the 80% test” are to the requirement that our initial business combination be with a target entity that has an aggregate fair market value of at least 80% of the balance in our trust account (excluding taxes payable on the income earned on the deposit in the trust account) at the time of the agreement to enter into the initial combination; |

|
● |
“affiliate” is to companies controlled by or under common control with the Sponsor, our officers, and/or our officers’ controlled entities; |

|
● |
“ordinary shares” are to our ordinary shares, par value $0.0001 per share; |

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● |
“Companies Act” are to the Companies Act (Revised) of the Cayman Islands, as the same may be amended from time to time; |

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● |
“founder shares” are to the 2,466,750 ordinary shares initially purchased by our Sponsor in a private placement prior to this offering (including up to an aggregate of 321,750 ordinary shares subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is not exercised in full or in part); |

|
● |
“initial business combination” are to our merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more target businesses or entities that together have a fair market value equal to at least 80% of the balance in our trust account (less any taxes payable on interest earned) at the time of our signing a definitive agreement for such business combination; |

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● |
“insiders” and “initial shareholders” are to the Sponsor, directors, officers and any holders of our founder shares prior to consummation of this offering (or their permitted transferees); |

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● |
“management team” are to Mr. Daniel M. McCabe, and our independent director nominees (Becky Fallon, Sean Michael Deegan, and Mr. Robert Labbe), collectively; |

|
● |
“Post-offering Memorandum and Articles of Association” are to the amended and restated memorandum and articles of association of the Company to be adopted with effect from the effective date of this prospectus; |

|
● |
“private placement shares” and “private shares” are to the ordinary shares included in our private units; |

|
● |
“private rights” are to the rights included in our private units; |

|
|
|

|
● |
“private warrants” are the warrants included in our private units; |

|
● |
“private units” are to the units, each consisting of one ordinary share, one warrant and one right, that our Sponsor is purchasing in a private placement concurrent with the consummation of this offering; |

1

Table of Contents | |

|
● |
“public shares” are to ordinary shares included in the public units that are registered and described herein as a part of our public offering (whether they are purchased in this offering or thereafter in the open market); |

|
● |
“public shareholders” are to the holders of our public shares; |

|
● |
“public units” are to the 5,000,000 units (or 5,750,000 units if the underwriters’ over-allotment option is exercised in full) offered to the public investors as described in the registration statement of which this prospectus forms a part, which are comprised of one ordinary share and one right; |

|
● |
“public rights” are to our rights sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); |

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|

|
● |
“Public warrants” are the warrants sold as part of the unit in this offering (whether they are purchased in this offer or thereafter in the open market); |

|
● |
“Representative shares” are the 150,000 ordinary shares, or up to 172,500 ordinary shares if the over-allotment option is exercised in full, issued to PAP as underwriting compensation. |

|
● |
“Sponsor” is to Futurewave Capital Solutions Limited; |

|
● |
“$,” “US$” and “U.S. dollar” each refer to the United States dollar. |

All references in this prospectus to shares of the Company being forfeited shall take effect as surrenders for no consideration of such shares as a matter of Cayman Islands law. Any share dividends described in this prospectus will take effect as a share capitalization as a matter of Cayman Islands law. Except as specifically provided otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option.

Our Company

General

We are a newly formed blank check company incorporated as a Cayman Islands exempted company on February 16, 2026 under the laws of the Cayman Islands with limited liability. We are formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities, which we refer to throughout this prospectus as our initial business combination. Our efforts to identify a prospective target business will not be limited to a particular geographic region or industry. We do not have any specific business combination under consideration and we have not (nor has anyone on our behalf), directly or indirectly, contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to such a transaction with our company. Our ability to identify and evaluate a target company may be impacted by significant competition among other SPACs in pursuing a business combination transaction candidate and the significant competition may impact the attractiveness of the acquisition terms that we will be able to negotiate.

We have no operations. Upon the closing of this offering, substantially all of the proceeds from this offering and the sales of the private placement warrants will be deposited into a trust account maintained by a U.S. -based trustee. The funds held in the trust account will be invested only in U.S. government treasury obligations or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act.

Except with respect to interest on the funds held in the trust account that may be released to pay taxes and certain permitted expenses, the proceeds from this offering will not be released from the trust account until the earliest of (i) the completion of our initial business combination, (ii)the redemption of our public shares if we do not complete a business combination within the required time period, or (iii) the redemption of our public shares in connection with a shareholder vote to amend our amended and restated memorandum and articles of association.

2

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Prior to the completion of a business combination, we expect to fund our working capital requirements using the net proceeds not held in the trust account and loans from our sponsor or its affiliates. Such funds may be transferred between jurisdictions, including between the Cayman Islands and the United States, without material restrictions.

We are not aware of any material restrictions under Cayman Islands law on our ability to transfer cash between entities, across borders, or to U.S. investors. There are no foreign exchange controls in the Cayman Islands that would restrict our ability to transfer funds in U.S. dollars. Distributions to shareholders, including redemptions of public shares, will be made from the trust account and/or our operating accounts in accordance with applicable law and our governing documents.

We will seek to capitalize on the significant contacts and experience of our management team, including Mr. Daniel M. McCabe, our Chairman, Chief Executive Officer, and Ms. Fallon, Mr, Deegan, and Mr. Labbe, each of whom will become a member of our board of directors upon the effectiveness of the registration statement of which this prospectus forms a part. We believe we can leverage our team’s track record to identify and execute attractive acquisition opportunities.

Daniel M. McCabe has been serving as our Chairman and Chief Executive Officer since our formation. Mr. McCabe’s legal career began as an assistant clerk of the Superior Court at Stamford from 1974 to 1976, and since then he has had his own legal practice, Daniel McCabe LLC, a general practice law firm in Connecticut founded in 1982. His work includes rendering legal advice to individuals and business entities concerning commercial transactions, business organizations, and complex litigation. Mr. McCabe is also an Adjunct Professor of Business Law at Sacred Heart University. Since September 1985, he has been serving as the managing partner at 1200 Summer Street Association. He has been serving as a member of the board of directors of Yotta since April 2022, Quetta since August 2023, Black Hawk Acquisition Corporation (“Black Hawk”) since March 2024, Quartzsea since March 2025, Quantumsphere since August 2025, GalaxyEdge since [ ] 2025, QuasarEdge since December 2025 and Pelican II since March 2026. Mr. McCabe previously was the Chairman of the Stamford Housing Authority, Co-chair of the Stamford Reapportionment Committee, Member of the Board of Parole for the State of Connecticut, Chairman of the Republican Town Committee of the City of Stamford and Counsel for the Stamford Water Pollution Control Authority. He also served as Corporation Counsel for the City of Stamford where he held the position of chief legal counsel and advisor to Mayor Stanley Esposito of the City of Stamford.

Becky Fallon will become one of our independent directors upon the effectiveness of the registration statement of which this prospectus forms a part. Ms. Fallon is a business leader with over 40 years of experience in retail operations, sales management, and business leadership. Since 2016, Ms. Fallon has been a private investor and consultant and remained actively engaged in business and community activities, leveraging her extensive experience in retail operations and sales leadership. From 2013 to 2016, Ms. Fellon served as a Regional Sales Consultant at Kao USA, where she managed retail partner relationships and supported regional sales initiatives. From 2012 to 2013, Ms. Fallon served as Director of Sales at Twistband, where she led national sales initiatives and expanded distribution through retail partnerships and account development. From 2005 to 2007, Ms. Fallon served as Department Manager at Bloomingdale’s, where she managed department sales performance and team leadership in a high-volume retail environment. From 1990 to 2004, Ms. Fallon founded and operated Little People & Me, a children’s retail store, overseeing all aspects of the business including financial management, merchandising, staffing and marketing. Ms. Fallon began her career as Hawaii State Sales Manager for Rose Marie Reid Swimwear from 1984 to 1988, where she established and developed the Hawaiian market for the company and managed retail accounts and merchandising strategy. Ms. Fallon has also served as a member of the board of Lido Villas Homeowners Association since 2024. Ms. Fallon holds a Bachelor of Science degree in Business Administration from Woodbury University and San Diego State University.

Sean Michael Deegan will become one of our independent directors upon the effectiveness of the registration statement of which this prospectus forms a part. Mr. Deegan has over 35 years of experience in municipal administration and public sector leadership. Since December 2017, Mr. Deegan has worked in finance administration for ConsultExpo, an event logistics, customs, shipping and tax services company. Prior to that, from June 1987 to December 2017, Mr. Deegan served the City of Westmount, Quebec in various leadership positions, including Director General, the City’s Chief Administrative Officer, where he was responsible for the implementation and administration of municipal programs and operations in accordance with the policies established by City Council and oversaw multiple municipal departments including hydro, public works, information technology, urban planning, library services, sports and recreation, city clerk and legal services, public security, finance and human resources. During his tenure with the City of Westmount, Mr. Deegan also served as Assistant Director General, Project Coordinator for the Westmount Recreation Center, Director of Sports, Recreation and Community Events, Assistant Director of Sports and Recreation and Sports Coordinator. Mr. Deegan holds a Bachelor of Arts degree from Concordia University and completed a Graduate Programme in Sports Administration at Concordia University. He also completed a program in Municipal Government and Organizational Leadership at The Banff Centre.

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Robert Labbe will become one of our independent directors upon the effectiveness of the registration statement of which this prospectus forms a part. Mr. Labbe is an attorney licensed in California and New York with over 30 years of experience in real estate. Since January 2010, Mr. Labbe has been a manager of MCAP Realty Advisors, LLC, a real estate advisory firm. From March 2012 to December 2021, Mr. Labbe was general counsel of Global Premier Development Inc. and Global Premier America, LLC, real estate development companies. In May 2003, Mr. Labbe co-founded Lenders Direct Capital, a nationwide mortgage banker and wholesale lender, and its retail affiliate Lenders Republic Financial, and served as their general counsel and managing director until December 2007. Previously, Mr. Labbe was a co-founder and partner at Mazda Butler LLP, a commercial and real estate law firm in California and First Allegiance Financial, a national specialty finance company, where he was the president and chairman. Mr. Labbe also served as Chairman, Chief Executive Officer, Chief Financial Officer and a director of Pelican Acquisition Corporation (Nasdaq: PELI) (“Pelican I”), a blank check company that consummated its initial business combination with Greenland Exploration Limited (“Greenland”) from July 2024 until March 2026. He has been serving as a member of the board of directors of Yotta Acquisition Corporation (Nasdaq: YOTA) (“Yotta”) since April 2022 and Quetta Acquisition Corporation (Nasdaq: QETA) (“Quetta”) since August 2023, each of which is a blank check company (like our company) that is seeking to consummate an initial business combination. Yotta executed a definitive merger agreement for its business combination on August 20, 2024, which was subsequently terminated on March 4, 2026. Quetta executed a definitive merger agreement for its initial business combination on February 14, 2025, which was subsequently terminated on January 15, 2026.

Notwithstanding the foregoing, the past performance of our management team, or their respective affiliates, is not a guarantee either (i) that we will be able to identify a suitable candidate for our initial business combination and (ii) of success with respect to any business combination we may consummate. You should not rely on the historical record of our management team’s or their respective affiliates’ performance as indicative of our future performance. Further, our officers and directors have no prior experience consummating a business combination for a “blank check” company.

Competitive Advantage

Our management team consists of experienced professionals and senior operating executives who bring a unique background and skill set. We will seek to leverage our management team’s proprietary network of relationships with corporate executives, private equity, venture and growth capital funds, investment banking firms, consultants, family offices, and large corporations in order to source, acquire, and support the operations of the business combination target. We believe our team’s experience investing and operating businesses globally will make us a preferred partner and allow us to source high-quality combination targets.

We believe that we will be able to leverage the following competitive strengths in identifying, structuring, and consummating a business combination:

|
● |
An extensive network across several industries in the global markets which include longstanding relationships with executives, investors, entrepreneurs, and investment bankers and thus should provide us with access to proprietary investment opportunities and deal flow; |

|
● |
Through their respective careers, our team has extensive experience in identifying, evaluating and executing investments in companies at various stages of their life cycle. We believe that the combined and complementary expertise of our team will allow us to structure and execute a highly attractive transaction; |

|
● |
Our team has significant transaction experience completing large-scale domestic and cross-border transactions, involving acquirers and targets located across the U.S. and globally, which require industry and local regulatory knowledge and creativity. |

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Our Business Strategy and Acquisition Criteria

We intend to focus our efforts on identifying and completing our initial business combination with a company that aligns with our team’s experiences, expertise and network of relationships. Our business strategy is expected to be focused on potential acquisition targets that exhibit compelling long-term growth potential and highly defensible market positions. We believe this will allow us to generate a differentiated pipeline of acquisition opportunities and lead to executing a business combination with an attractive target company more quickly, efficiently, and under better terms than our competitors.

We have identified the following general criteria and guidelines as we evaluate prospective target companies.

|
● |
Large underpenetrated markets with favorable industry dynamics. We intend to actively look for suitable investment opportunities with an enterprise value of approximately $180 million - $1 billion. We expect to prioritize targets that are already benefiting from or capitalizing on trends found within their respective sectors. |

|
● |
Strong management team. The strength of the management team is expected to be an important component in our review process. We will seek to partner with a visionary, experienced and professional management team that can drive growth, strategic decision making and long-term value creation. |

|
● |
Defensible market position with sustainable competitive advantage. We intend to favor targets that have a strong competitive advantage or are category leaders in their respective verticals. We expect to target companies that have strong intellectual property, technology, or brand equity within their respective sectors and that can be further monetized on a global basis. |

|
● |
Benefit from being a public company. We intend to only acquire businesses that would benefit from being publicly traded in the United States, including access to broader sources of capital and expanded market awareness. This improved access to capital could allow the targets to accelerate growth, pursue new projects, retain and hire employees, and expand into new geographies or businesses. |

These criteria are not intended to be exhaustive. While we intend to use these criteria in evaluating the attractiveness of potential business combination opportunities, we may ultimately decide to enter into an initial business combination with a target business that does not meet these criteria.

Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors, and criteria that our management may deem relevant.

Acquisition Process

In evaluating a prospective target business, we expect to conduct an extensive due diligence review which may encompass, as applicable and among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities and a review of financial and other information about the target and its industry. We will also utilize our management team’s operational and capital planning experience as a part of our analysis of any potential target.

We are not prohibited from pursuing an initial business combination with a target that is affiliated with our Sponsor, officers, or directors nor making the initial business combination through a joint venture or other form of shared ownership with our Sponsor, officers, or directors. We, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that such an initial business combination is fair to our company from a financial point of view.

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Our Chief Executive Officer and certain of our independent director nominees have conflicts of interest with respect to evaluating business combination targets because they have fiduciary and contractual duties to Greenland Energy, Quetta, Yotta, Black Hawk, Quartzsea, Quantumsphere, QuasarEdge and GalaxyEdge, all of which (other than Pelican I) are SPACs searching for target businesses. These conflicts of interests may limit the number of potential targets that our management presents to us for purposes of completing a business combination. Specifically, if these individuals become aware of a business combination opportunity that falls within the line of business of any entity to which they have then-existing fiduciary or contractual obligations, they may be required to present such business combination opportunity to such entity prior to presenting such business combination opportunity to us.

For more details about our management’s conflict of interests, see “Management-Conflicts of Interest” on page 114 of this prospectus. Subject to his or her fiduciary duties under Cayman Islands law, none of the members of our management team who are also employed by, or directors of, our Sponsor or its affiliates have any obligation to present us with any opportunity for a potential business combination of which they become aware. Our Sponsor and officers, directors, and director nominees are also not prohibited from sponsoring, investing or otherwise becoming involved with, any other blank check companies, including in connection with their initial business combinations, prior to us completing our initial business combination. Our management team, in their capacities as directors, officers or employees of our Sponsor or its affiliates or in their other endeavors, may choose to present potential business combinations to the related entities described above, current or future entities affiliated with or managed by our Sponsor, or third parties, before they present such opportunities to us, subject to his or her fiduciary duties under Cayman Islands law and any other applicable fiduciary duties.

No members of our management team have any obligation to present us with any opportunity for a potential business combination of which they become aware, unless presented to such member specifically in his or her capacity as an officer or a director of the company. Members of our management team may be required to present potential business combinations to other entities to whom they have fiduciary duties before they present such opportunities to us. Any knowledge or presentation of such opportunities may therefore present conflicts of interest.

Initial Business Combination

We have 12 months from the consummation of this offering to consummate our initial business combination (such period, as it may be extended by shareholder approval to amend our Post-offering Memorandum and Articles of Association, the “Combination Period”). If we anticipate that we may be unable to consummate our initial business combination within the Combination Period, we may seek shareholder approval to amend our Post-offering Memorandum and Articles of Association to extend the date by which we must consummate our initial business combination. If we seek shareholder approval for an extension, our public shareholders will be offered an opportunity to redeem their shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (net of taxes payable), divided by the number of then issued and outstanding public shares, subject to applicable laws. There is no limit on the number of extensions that we may seek. If we determine not to extend, or fail to obtain shareholder approval to extend, the time period to consummate our initial business combination, and the time to consummate our initial business combination expires, our Sponsor’s investment in our founder shares and our private units will be worthless.

If we are unable to consummate our initial business combination within such time period, we will, as promptly as possible but not more than ten (10) business days thereafter, redeem 100% of our outstanding public shares for a pro rata portion of the funds held in the trust account, including a pro rata portion of any interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to $50,000 of interest to pay liquidation and dissolution expenses), and then seek to liquidate and dissolve. However, we may not be able to distribute such amounts as a result of claims of creditors which may take priority over the claims of our public shareholders. In the event of our liquidation and subsequent dissolution, the public and private warrants and rights will expire and will be worthless.

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Pursuant to Nasdaq listing rules, our initial business combination 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 taxes payable) at the time of the agreement to enter into the initial business combination.

We will either (1) seek shareholder approval of our initial business combination at a meeting called for such purpose, at which shareholders may seek to redeem their shares, regardless of whether they vote for or against, or abstain from voting on, the proposed business combination, for their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable), or (2) provide our shareholders with the opportunity to sell their shares to us by means of a tender offer (and thereby avoid the need for a shareholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable), in each case subject to the limitations described herein. The decision as to whether we will seek shareholder approval of our proposed business combination or allow shareholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek shareholder approval. Any tender offer documents used in connection with a business combination will contain substantially the same financial and other information about the initial business combination as is required under the SEC’s proxy rules. We will consummate our initial business combination only if we seek shareholder approval, we obtain the approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the outstanding ordinary shares voted at the meeting so long as the minimum number of shareholders required for a quorum attend the meeting (whether in person or by proxy).

We anticipate structuring our initial business combination so that the post-transaction company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post-transaction company owns 50% or more of the outstanding voting securities of the target or otherwise owns a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-transaction company owns 50% or more of the voting securities of the target, our shareholders prior to our initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding shares of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% test. If the business combination involves more than one target business, the 80% test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable.

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The net proceeds of this offering released to us from the trust account upon the closing of our initial business combination may be used as consideration to pay the sellers of a target business with which we complete our initial business combination. If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or used for redemption of our public shares, we may use the balance of the cash released to us from the trust account following the closing for general corporate purposes, including for maintenance or expansion of operations of the post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. In addition, we may need to raise additional financing in connection with the closing of our initial business combination to be used following the closing for general corporate purposes as described above. There is no limitation on our ability to raise funds through the issuance of equity or equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our initial business combination. We have granted PAP a right of first refusal under certain circumstances for a period commencing from the consummation of this offering until the earlier of (i) 10 months after the consummation of our initial business combination (or the liquidation of the trust account in the event that we fail to consummate our initial business combination within the prescribed time period) or (ii) 36 months after the consummation of this offering in accordance with FINRA Rule 5110(g)(6)(A) to act as lead financial advisor, capital markets advisor, underwriter and/or private placement agent in connection with any initial business combination or in connection with any financing that occurs between the closing of the IPO and the date that is the earlier of (i) 10 months after the closing of the initial business combination or (ii) 36 months after the consummation of this offering. We are otherwise not a party to any arrangement or understanding with any third party with respect to raising any additional funds through the sale of securities or otherwise. None of our Sponsor, officers, directors or shareholders is required to provide any financing to us in connection with or after our initial business combination. We may also obtain financing prior to the closing of our initial business combination to fund our working capital needs and transaction costs in connection with our search for and completion of our initial business combination. Our Post-offering Memorandum and Articles of Association will provide that, following this offering and prior to the consummation of our initial business combination, we will be prohibited from issuing additional securities that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote on any matter in connection with our initial business combination. We acknowledge that additional financing may be required to fund working capital needs or transaction costs. Such financing could impact unaffiliated security holders in several ways. For instance, if equity or convertible securities are issued, it may dilute the ownership interests of unaffiliated security holders, reducing proportional voting power and economic interest. The issuance of additional securities could also adversely affect the market price of our securities, particularly if the terms are unfavorable. If debt financing is incurred, the resulting financial obligations could limit operational flexibility and negatively impact the value of existing securities. Additionally, financing through new securities may alter the security holder base and impact control dynamics. As of the date of this prospectus, although we do not intend to seek additional financing at this time, if needed at some point in the future, we will carefully evaluate financing options.

Recent Developments

On April [*], 2026, the Company’s then sole director approved, to change its fiscal year end from February 28 to March 31. This amendment was filed with the Cayman Islands Registrar of Companies on April [*], 2026, and became effective on April [*], 2026.

Corporate Information

Our principal office is located at 1185 Avenue of the Americas, 3 rd Floor, New York, NY 10036, and our telephone number is (212) 612-1400.

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We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period.

We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the end of that year’s second fiscal quarter, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” shall have the meaning associated with it in the JOBS Act.

Additionally, we are a “smaller reporting company” as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates exceeds $250 million as of the end of that year’s second fiscal quarter, or (2) our annual revenues exceed $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the end of that year’s second fiscal quarter.

Private Placement

On February 28, 2026, our Sponsor acquired an aggregate of 2,466,750 founder shares for an aggregate purchase price of $25,000. These founder shares include an aggregate of up to 321,750 founder shares that are subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full or in part, so that the founder shares will represent approximately 30% of our issued and outstanding shares after this offering (excluding the private shares and Representative Shares).

Sponsor Information

Our Sponsor is a Cayman Islands exempted company, which was formed to invest in us. Although our Sponsor is permitted to undertake any activities permitted under applicable Cayman Islands law, our Sponsor’s business is focused on investing in us. Daniel M. McCabe our Chairman, Chief Executive Officer, Chief Financial Officer, and director owns 100% of the interest of our Sponsor. No other party has any material indirect interest in our Sponsor.

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The following table sets forth the payments to be received by our Sponsor and its affiliates from us prior to or in connection with the completion of our initial business combination and the securities issued and to be issued by us to our Sponsor or its affiliates:

Amount of Compensation to be
Received or Securities Issued or to be Issued |
|
Consideration Paid or to be Paid |

2,466,750 ordinary shares (1) |
$25,000 |

235,500 private units to be purchase simultaneously with the closing of this offering (or up to 241,125 private units if the underwriters’ over-allotment option is exercised in full) |
|
$2,355,000 (or up to $2,411,250 if the underwriters’ over-allotment option is exercised in full) |

Up to $200,000 |
|
Loan of the same amount to pay for expenses of this offering |

$15,000 per month |
|
Office space and administrative services with the consideration payable at the completion of service. Payments will cease upon the earlier of the consummation of the initial business combination or the liquidation of the Company. |

Repayment of working capital loans which may be made by our Sponsor, officers, directors or their affiliates to finance transaction costs in connection with an initial business combination (1) through a portion of the funds not held in the trust account, and only to the extent available, if the initial business combination does not close, or (2) upon consummation of our initial business combination, without interest, or, at the holder’s discretion, up to $1,500,000 may be converted into private units at a price of $10.00 per unit. |
|
Working capital loans to finance transaction costs in connection with an initial business combination to be made by Sponsor, officers, directors or their affiliates |

Reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination. |
|
Services in connection with identifying, investigating and completing an initial business combination |

(1) |
Including an aggregate of up to 321,750 founder shares that are subject to forfeiture by our sponsor to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the so that the founder shares will represent approximately 30% of our issued and outstanding shares after this offering (excluding the private shares and Representative Shares). |

Immediately after this offering, there will be 492,619,500 authorized but unissued ordinary shares (assuming no exercise of the underwriter’s over-allotment option), which amount does not take into account the ordinary shares reserved for issuance upon exercise of any outstanding rights or warrants. We may issue a substantial number of additional ordinary shares to complete our initial business combination (including pursuant to a specified future issuance) or under an employee incentive plan after completion of our initial business combination (although our Post-offering Memorandum and Articles of Association will provide that we may not issue securities that can vote with holders of ordinary shares on matters related to our pre-initial business combination activity, on any amendment to certain provisions of our Post-offering Memorandum and Articles of Association or on our initial business combination). The issuance of additional ordinary shares may (i) significantly dilute the equity interest of investors in this offering, (ii) cause a change of control if a substantial number of ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers, directors, and director nominees; and, (iii) adversely effect prevailing market prices of our units, ordinary shares, warrants and/or rights.

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Because our Sponsor acquired the founder shares at a nominal price, our public shareholders will incur immediate and substantial dilution upon the closing of this offering. See the section titled “ Risk Factors — Risks Relating to our Securities — The value of the founder shares following completion of our initial business combination is likely to be substantially higher than the nominal price paid for them, even if the trading price of our public shares at such time is substantially less than $10.00 per share. ” Additionally, our Sponsor has agreed to loan us up to $200,000 to be used for a portion of the expenses of this offering, which amount will be repaid upon closing of this offering. We will also reimburse our Sponsor $15,000 per month for office space and administrative services made available to us, each as described elsewhere in this prospectus.

Pursuant to a letter agreement to be entered with us, each of our Sponsor, director nominees and officers has agreed to restrictions on the ability to transfer, assign, or sell the founder shares and private units owned by them, if any, as summarized in the table below:

Subject Shares |
|
Persons Subject
to Restrictions |
|
Expiration Date |
|
Exceptions to Transfer Restrictions |

Founder Shares |
|
Sponsor, director nominees, officers and transferees |
|
The founder shares are subject to transfer restrictions pursuant to lock-up provisions in a letter agreement with us to be entered into by our Sponsor, officers and directors. The earlier of (a) 180 days after the completion of our initial business combination or (b) subsequent to our initial business combination, the date on which we complete a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property |
|
Transfers permitted (a) to our officers, directors, advisors or consultants, any affiliate or family member of any of our or the underwriters’ officers, directors, advisors or consultants, any members or partners of the sponsor or their affiliates and funds and accounts advised by such members or partners, any affiliates of the sponsor, or any employees of such affiliates, (b) in the case of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (d) in the case of an individual, pursuant to a qualified domestic relations order; |

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Subject Shares |
|
Persons Subject
to Restrictions |
|
Expiration Date |
|
Exceptions to Transfer Restrictions |

|
|
|
|
|
|
(e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the completion window or in connection with the consummation of a business combination at prices no greater than the price at which the shares or warrants were originally purchased; (f) pro rata distributions from our sponsor or the underwriters to their respective members, partners or shareholders pursuant to our sponsor’s limited liability company agreement or other charter documents; (g) by virtue of the laws of the Cayman Islands or our sponsor’s limited liability company agreement upon dissolution of our sponsor or upon dissolution of any of the underwriters, (h) in the event of our liquidation prior to our consummation of our initial business combination; (i) to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (a) through (g); or (j) to us for cancellation; provided, however, that in the case of clauses (a) through (g) and clause (i) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions and the other restrictions contained in the letter agreements. |

|
|
|
|
|
|
|

Private units |
|
Sponsor, directors, officers and transferees |
|
30 days after the completion of our initial business combination |
|
Same as above |

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Pursuant to a share escrow agreement to be entered with us and Continental Stock Transfer & Trust Company, each of our Sponsor, director nominees and officers has agreed to restrictions on the ability to transfer, assign, or sell the founder shares and private units owned by them, if any, as summarized in the table below:

Securities Held in Escrow |
|
Holder(s) |
|
Escrow or
Lock-Up Period |
|
Transfer
Restrictions |
|
Permitted
Transfers (Exceptions) |

2,466,750 Founder Shares (subject to forfeiture of up to 321,750 shares) |
|
Sponsor (wholly owned by Daniel M. McCabe), officers, directors |
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Earliest of: (a) 180 days after completion of initial business combination; or (b) upon completion of a liquidation, merger, share exchange, reorganization or other similar transaction after business combination |
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May not transfer, assign or sell during lock-up period except in limited circumstances; transferees must agree in writing to be bound by the same lock-up terms |
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(a) Transfers to insiders, affiliates, advisors, consultants, or their family members; (b) gifts or transfers to trusts for estate planning; (c) transfers by will or intestacy; (d) pursuant to qualified domestic relations order; (e) transfers in connection with a forward purchase or business combination; (f) pro rata distributions from the sponsor; (g) sponsor’s dissolution; (h) liquidation of the company; (i) nominee/custodian transfers; (j) to company for cancellation |

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235,500 Private Units (or up to 241,125 with full over-allotment) |
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Sponsor, officers, directors, and their permitted transferees |
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30 days after completion of initial business combination |
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Same as above |
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Same as above |

In addition, in order to facilitate our initial business combination (including in connection with a related PIPE financing) or for any other reason determined by our Sponsor in its sole discretion, our Sponsor may surrender or forfeit, transfer or exchange our founder shares, private placement shares or any of our other securities, including for no consideration, as well as subject any such securities to earn-outs or other restrictions, or otherwise amend the terms of any such securities or enter into any other arrangements with respect to any such securities.

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The Offering

In making your decision as to whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 as promulgated under the Securities Act. You therefore will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled “Risk Factors” beginning on page 40 of this prospectus.

Securities offered |
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5,000,000 units at $10.00 per unit, each unit consisting of: |

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One ordinary share, |

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One right to receive one-fourth (1/4) of one ordinary share upon the consummation of an initial business combination. |

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One redeemable warrant with each whole warrant exercisable to purchase one ordinary share at an exercise price of $11.50 per share, subject to adjustment as described in this prospectus. |

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Proposed Nasdaq symbols |
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We anticipate that the public units, the public shares, and the public rights, once they begin separate trading, will be listed on the Nasdaq under the symbols, |

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public units: FWACU; |

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public shares: FWAC; |

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Public warrants: FWACW; |

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public rights: FWACR. |

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Trading commencement and separation of public shares, public warrants and public rights |
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Each of the public shares, public warrants and public rights may trade separately on the 52nd day after the date of this prospectus unless PAP determines that an earlier date is acceptable (based upon, among other things, its assessment of the relative strengths of the securities markets and small capitalization companies in general, and the trading pattern of, and demand for, our securities in particular). In no event will PAP allow separate trading of the public shares, public warrants and public rights prior to our filing of an audited balance sheet with the SEC which evidences our receipt of the gross proceeds from this offering. We will also include in the Form 8-K, or amendment thereto, or in a subsequent Form 8-K, information indicating if PAP has allowed separate trading of the public shares, public warrants and public rights prior to the 52nd day after the date of this prospectus. |

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Once the public shares, public warrants and public rights commence separate trading, holders will have the option to continue to hold units or separate their units into their component pieces. Holders will need to have their brokers contact our transfer agent in order to separate the public units into separately traded public shares, public warrants and public rights. |

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We will file a current report on Form 8-K with the SEC, including an audited balance sheet, promptly upon the consummation of this offering, which is anticipated to take place two business days from the date the units commence trading. The audited balance sheet will reflect our receipt of the proceeds from the exercise of the over-allotment option if the over-allotment option is exercised on the date of this prospectus. If the over-allotment option is exercised after the date of this prospectus, we will file an amendment to the Current Report on Form 8-K or a new Current Report on Form 8-K to provide new financial information to reflect the exercise of the over-allotment option. We will also include in the Current Report on Form 8-K, or amendment thereto, or in a subsequent current report on Form 8-K, information indicating if PAP has allowed separate trading of the public shares, public warrants and public rights prior to the 52nd day after the date of this prospectus. |

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Units: |
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Number outstanding before this offering |
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0 |

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Number outstanding after this offering and private placement |
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5,235,500 (1) |

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Ordinary shares: |
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Number outstanding before this offering |
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2,466,750 ordinary shares (2) |

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Number outstanding after this offering and private placement offering |
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7,530,500 ordinary shares (3) |

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Rights: |
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Number of Rights outstanding before this offering |
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0 |

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Number of Rights outstanding after this offering and private placement |
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5,235,500 (1) |

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warrants: |
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Number of warrants outstanding before this offering |
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0 |

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Number of warrants outstanding after this offering and private placement |
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5,235,500 (1) |

Terms of Rights: |
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Except in cases where we are not the surviving company in an initial business combination, each right shall automatically convert into one-fourth of one ordinary share upon consummation of our initial business combination. In the event we will not be the surviving company upon completion of our initial business combination, each holder of a right will be required to affirmatively convert his, her or its rights in order to receive the one-fourth (1/4) of an ordinary share of the new entity underlying each right upon consummation of the initial business combination. We will not issue fractional shares in connection with an exchange of rights. Fractional shares will either be rounded down to the nearest whole share or otherwise determined by the board of directors as provided by the Post-offering Memorandum and Articles of Association. As a result, you must hold rights in multiples of four in order to receive shares for all of your rights upon closing of an initial business combination. If we are unable to complete an initial business combination within the required time period, and we redeem the public shares for the funds held in the trust account, holders of rights will not receive any of such funds for their rights and the rights will expire worthless. |

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Terms of warrants: |
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Each whole warrant will entitle the holder thereof to purchase one ordinary share at a price of $11.50 per share, subject to adjustment as described herein, commencing 30 days after the completion of our initial business combination and expiring five years after the completion of our initial business combination, or earlier upon redemption or our liquidation. In addition, if we issue additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per ordinary share, the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and the volume weighted average trading price of our ordinary shares during the 20 trading-day period starting on the trading day after the day on which we consummate our initial business combination is below $9.20 per share, the exercise price of the warrants will each be adjusted as described No fractional warrants will be issued upon separation of the units and only whole warrants will trade. If we are unable to complete an initial business combination within the required time period and we redeem the public shares for the funds held in the trust account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from our assets held outside of the trust account with respect to such warrants. Accordingly, the warrants may expire worthless. |

(1) |
This assumes no exercise of the underwriters’ over-allotment option. |

(2) |
Represents 2,466,750 founder shares (including up to an aggregate of 321,750 ordinary shares subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is not exercised in full or in part). |

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The numbers assume that the underwriters’ 150,000 representative shares have been issued, over-allotment has not been exercised and an aggregate of 321,750 ordinary shares held by our Sponsor have been forfeited. |

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Founder shares |
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On February 28, 2026, the Company and the Sponsor entered into a Securities Subscription Agreement, pursuant to which our Sponsor purchased 2,466,750 ordinary shares, for an aggregate purchase price of $25,000, or approximately $0.0101 per ordinary share or $0.0117 in the case of the forfeiture of 321,750 shares if the over-allotment option is not exercised). The per ordinary share purchase price of the founder shares was determined by dividing the amount of cash contributed to the company by the aggregate number of founder shares issued. Prior to the initial investment in the company of $25,000 by our Sponsor, the company had no assets, tangible or intangible. The number of founder shares issued was determined based on the expectation that the founder shares owned by the Sponsor would represent approximately 30% of the outstanding shares after this offering (excluding the private units to be acquired by the Sponsor and any public units acquired by the Sponsor in this offering). None of our Sponsor, officers, nor directors have expressed an intention to purchase any public units in this public offering. We will effect a stock dividend or share contribution prior to this offering should the size of the offering change, in order to maintain such ownership percentage.
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our Sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to (i) waive their redemption rights with respect to any founder shares and public shares they hold in connection with the completion of our initial business combination, (ii) waive their redemption rights with respect to any founder shares and public shares they hold in connection with a shareholder vote to approve an amendment to our Post-offering Memorandum and Articles of Association (A) to modify the substance or timing of the ability of holders of our public shares to seek redemption in connection with our initial business combination or our obligation to redeem 100% of our public shares if we do not complete our initial business combination within the Combination Period or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity and (iii) waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to complete our initial business combination within the Combination Period, although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame. Permitted transferees of the founder shares held by our Sponsor, officers, directors, and director nominees would be subject to the same restrictions; and |

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the founder shares are entitled to registration rights. |

Transfer restrictions on founder shares |
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Our Sponsor and initial shareholders have agreed not to transfer, assign, or sell any of the founder shares (except to certain permitted transferees) until the 180th day following the consummation of an initial business combination or earlier if, subsequent to our initial business combination, we complete a liquidation, merger, stock exchange or other similar transaction which results in all of our shareholders having the right to exchange their ordinary shares for cash, securities, or other property. |

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Private units |
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Our Sponsor has committed, pursuant to written agreements, to purchase an aggregate of 235,500 private units at a price of $10.00 per unit in a private placement that will occur simultaneously with the consummation of this offering. If the over-allotment option is exercised by the underwriters in full or in part, our Sponsor will purchase from us up to an additional 5,625 private units in an amount necessary to maintain $10.00 per share in the trust account. A portion of the proceeds derived from the sale of the private units will be added to the proceeds from this offering, which together will be held in the trust account such that, upon the consummation of this offering, $50 million (or approximately $57.5 million if the underwriter exercises its over-allotment option in full) will be held in the trust account.
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Each of the private units sold by way of private placement will be identical to the publicly offered units described in this prospectus, except that the purchasers of the private units have agreed to waive their redemption rights with respect to their private shares: (i) in connection with the consummation of the initial business combination; (ii) in connection with a shareholder vote to amend the terms of our Post-offering Memorandum and Articles of Association which specify (a) the substance or timing of our obligation to permit the redemption of shares in connection with our initial business combination, (b) the requirement to redeem 100% of our public shares if we do not complete our initial business combination within the Combination Period, or (c) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity; and, (iii) if we fail to consummate a business combination within the Combination Period (or if we liquidate prior to the expiration of the prescribed period). |

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Transfer restrictions on the private placement units |
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Subject to any applicable law to which we and the Sponsor will comply, the private units (including the private shares) held by our Sponsor will not be transferable, assignable or salable until 30 days after the completion of our initial business combination (except as described under the section of this prospectus entitled “Description of Securities — Private Units Sold in the Private Placement”). |

Representative Shares |
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We will issue 150,000 Representative Shares (or up to 172,500 if the underwriters’ over-allotment option is exercised in full) to PAP (or its designees) as part of its underwriting compensation. We refer to the shares issued to PAP as the Representative Shares. The Representative Shares are identical to the public shares other than as described herein. The Representative Shares are being registered in the registration statement of which this prospectus forms a part. PAP has agreed not to transfer, assign or sell any such Representative Shares until six months after the completion of our initial business combination. In addition, PAP has agreed to (i) waive its redemption rights with respect to such Representative Shares in connection with the completion of our initial business combination, and (ii) waive its rights to liquidating distributions from the trust account with respect to such Representative Shares if we fail to complete our initial business combination within the Combination Period.

The Representative Shares will be deemed compensation by FINRA and, in addition to the restriction on transfer discussed above, the Representative Shares are therefore subject to a minimum lock-up for a period of 180 days beginning on the date of the commencement of sales in this offering of which this prospectus forms a part pursuant to FINRA Rule 5110 (e)(1), subject to the exceptions pursuant to FINRA Rule 5110(e)(2). Pursuant to FINRA Rule 5110(e)(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days beginning on the date of commencement of sales of this offering, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days beginning on the date of commencement of sales of this offering except to any underwriter and selected dealer participating in the offering and their officers, partners, registered persons or affiliates.
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Proceeds to be held in the trust account |
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Nasdaq rules provide that at least 90% of the gross proceeds from this offering must be deposited into a trust account. Of the net proceeds of this offering and the sale of the private units, $10.00 per unit sold to the public in this offering (regardless of whether or not the over-allotment option is exercised in full or part) will be placed into a trust account in the United States with Continental Stock Transfer & Trust Company acting as trustee.
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The funds in the trust account will be invested only in specified U.S. government treasury bills or in specified money market funds. |

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Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes (less up to $50,000 of interest to pay liquidation and dissolution expenses), our Post-offering Memorandum and Articles of Association and the trust agreement to be entered into among the company and Continental Stock Transfer & Trust Company provide that the proceeds from this offering will not be released from the trust account until the earliest of: |

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the completion of our initial business combination; |

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the redemption of any public shares properly submitted in connection with a shareholder vote to amend our Post-offering Memorandum and Articles of Association to (i) modify the substance or timing of our obligation to provide for the redemption of our public shares in connection with an initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within the Combination Period or (ii) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity; and, |

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the redemption of our public shares if we are unable to complete our initial business combination within the Combination Period, subject to applicable law. |

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The proceeds deposited in the trust account could be subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders; although we will generally seek to require that creditors waive their right to make claims against the proceeds held in the trust account. |

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Anticipated expenses and funding sources |
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Except as described above with respect to the payment of taxes, unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use. The proceeds held in the trust account will be held in demand deposit or cash accounts or invested only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. We will disclose in each quarterly and annual report filed with the SEC prior to our initial business combination how the funds in the trust account are being held. |

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Except as described above with respect to the payment of taxes, unless and until we complete our initial business combination, we may pay our expenses only from: |

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$1,175,000 in working capital not held in trust that will be available to us from the net proceeds of this offering and the sale of the private placement units (which is the amount of funds estimated to be available after the payment of approximately $805,000 in expenses relating to this offering (excluding the underwriting discounts totaling $375,000 or, in the case of over-allotment $431,250); and
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any working capital loans or additional investments from our Sponsor, members of our management team or their affiliates, or other third parties, although they are under no obligation to advance funds or invest in us (and, provided that, any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of a business combination). |

Shareholder approval of, or tender offer in connection with, initial business combination |
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In connection with any proposed initial business combination, we will either: (1) seek shareholder approval of such initial business combination at a meeting called for such purpose at which shareholders may seek to redeem their shares for that pro rata amount of cash then on deposit in the trust account attributable to those shares, regardless of whether they vote for or against, or abstain from voting on, the proposed business combination; or (2) provide our shareholders with the opportunity to sell their shares to us by means of a tender offer (and thereby avoid the need for a shareholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable), in each case subject to the limitations described herein. The decision as to whether we will seek shareholder approval of our proposed business combination or allow shareholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek shareholder approval. In connection with any vote held to approve our initial business combination, our Sponsor, as well as all of our officers and directors have agreed to vote their respective ordinary shares owned by them as a result of the purchase of the founder shares and the private units immediately prior to this offering and any shares purchased in this offering or following this offering (other than public shares purchased outside of a redemption offer which may not be voted in favor of approving the business combination transaction in accordance with the requirements of Rule 14e-5 under the Exchange Act and any SEC interpretations or guidance relating thereto) in the open market in favor of the proposed business combination, if permitted by law or regulation. As a result, if we sought shareholder approval of a proposed transaction, assuming only the minimum number of shares representing a quorum is present and voted at such meeting held to vote on our initial business combination, no public shares sold in this offering are needed to be voted in favor of a transaction, or assuming all issued and outstanding shares are present and vote, we could need as little as 1,384,751 of our public shares (or approximately 27.70% of our public shares) to be voted in favor of the transaction in order to have such transaction approved (assuming the over-allotment option is not exercised and that the Sponsor does not purchase any units in this offering or units or shares in the after-market).

If we provide shareholders with the opportunity to sell their shares to us by means of a tender offer, we will file tender offer documents with the SEC which will contain substantially similar financial and other information about the initial business combination as is required under the SEC’s proxy rules. If we seek shareholder approval of our initial business combination, we will consummate the business combination only if a majority of the outstanding ordinary shares voted are voted in favor of the business combination. so long as the minimum number of shareholders required for a quorum attend the meeting (whether in person or by proxy).
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For example, the proposed business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes, or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. In the event the aggregate cash consideration needed to satisfy cash conditions pursuant to the terms of the proposed business combination exceeds the aggregate amount of cash available to us (including any cash we may obtain from financing from third parties or our insiders or their affiliates, which may not be available on terms acceptable to us or at all), we will not complete the business combination (as we may be required to have a lesser number of shares redeemed). As a result, we may not be able to locate another suitable target within the applicable time period, if at all. If we seek shareholder approval of a business combination and if a significant number of public shareholders properly seek to redeem their public shares in connection with a proposed business combination, we or our insiders or their affiliates could purchase some or all of such shares in the open market or in private transactions in order to seek to satisfy the cash conditions. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. No funds from the trust account can be released from the trust account prior to the consummation of the initial business combination to make such purchases (although such purchases could be made using funds available to us after the closing of a business combination). We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. Notwithstanding the foregoing, we or our insiders and their affiliates will not make purchases of ordinary shares if the purchases would violate Sections 9(a)(2) or 10(b) of the Exchange Act or Regulation M, which are rules that prohibit manipulation of a company’s stock, and we and they will comply with Rule 10b-18 under the Exchange Act in connection with any open-market purchases. If purchases cannot be made without violating applicable law, no such purchases will be made. |

Conditions to completing our initial business combination |
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We will have up to 12 months from the consummation of this offering to consummate an initial business combination. If we anticipate that we may be unable to consummate our initial business combination within the Combination Period, we may seek shareholder approval to amend our Post-offering Memorandum and Articles of Association to extend the date by which we must consummate our initial business combination. If we seek shareholder approval for an extension, our public shareholders will be offered an opportunity to redeem their shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (net of taxes payable), divided by the number of then issued and outstanding public shares, subject to applicable laws. There is no limit on the number of extensions that we may seek. If we determine not to extend, or fail to obtain shareholder approval to extend, the time period to consummate our initial business combination, and the time to consummate our initial business combination, and the Combination Period expires, our Sponsor’s investment in our founder shares and our private units will be worthless. |

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There is no limitation on our ability to raise funds privately or through loans in connection with our initial business combination. Our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the value of the funds held in the trust account (excluding taxes payable on the income earned on the trust account) at the time of the agreement to enter into the initial business combination. If we are no longer listed on Nasdaq, we will not be required to satisfy the 80% test. However, we intend to satisfy the requirement of the 80% test even if our securities are not listed on Nasdaq at the time of our initial business combination because this is a requirement in our Post-offering Memorandum and Articles of Association which may only be avoided pursuant to an affirmative shareholder vote to amend the certificate. We do not intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination. |

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We anticipate structuring our initial business combination so that the post-transaction company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. However, we may structure our initial business combination so that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders, or for other reasons. However, we will only complete an initial business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to our initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the initial business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding shares of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of Nasdaq’s 80% test. If the initial business combination involves more than one target business, the 80% test will be based on the aggregate value of all of the transactions and we will treat the target businesses together as our initial business combination for purposes of seeking shareholder approval or conducting a tender offer, as applicable. |

Permitted purchases of public shares by our affiliates |
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If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our Sponsor, initial shareholders, directors, officers, advisors, or their affiliates may purchase public shares in privately-negotiated transactions or in the open market either prior to or following the completion of our initial business combination. There is no limit on the number of shares our Sponsor, initial shareholders, directors, officers, advisors or their affiliates may purchase in such transactions, subject to compliance with applicable law and Nasdaq rules. |

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However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. If they engage in such transactions, they will not make any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. Subsequent to the consummation of this offering, we will adopt an insider trading policy which will require insiders to: (i) refrain from purchasing our securities during certain blackout periods when they are in possession of any material non-public information and (ii) clear all trades of company securities with a compliance officer prior to execution. We cannot currently determine whether our insiders will make such purchases pursuant to a Rule 10b5-1 plan, as it will be dependent upon several factors, including but not limited to, the timing and size of such purchases. Depending on such circumstances, our insiders may either make such purchases pursuant to a Rule 10b5-1 plan or determine that such a plan is not necessary. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. None of the funds held in the trust account will be used to purchase shares in such transactions prior to completion of our initial business combination. See “Proposed Business — Permitted Purchases of Our Securities” for a description of how our Sponsor, initial shareholders, directors, officers, advisors or any of their affiliates will select which shareholders to purchase securities from in any private transaction. Our Sponsor, directors, officers, advisors or any of their affiliates will not make any purchases if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act. |

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The purpose of any such purchases of shares could be to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public “float” of our ordinary shares may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing, or trading of our securities on a national securities exchange. |

Redemption rights for public shareholders upon completion of our initial business combination |
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In conjunction with any shareholder vote either to: (i) amend our articles prior to our initial business combination or (ii) approve any proposed initial business combination, we will provide public shareholders with the opportunity to redeem all or a portion of their public shares at a pro rata, per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations described herein. |

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The proposed initial business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed initial business combination. In the event the aggregate cash consideration we would be required to pay for all ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed the aggregate amount of cash available to us, we will not complete the initial business combination or redeem any shares, and all ordinary shares submitted for redemption will be returned to the holders thereof. |

Manner of conducting redemptions |
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In connection with our initial business combination, we will provide our public shareholders with the opportunity to redeem all or a portion of their public shares either (i) pursuant to a shareholder meeting called to approve the initial business combination or (ii) without a shareholder vote by means of conducting a tender offer. The decision as to whether we will seek shareholder approval of a proposed initial business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirements. So long as we obtain and maintain a listing for our securities on Nasdaq, we will be required to comply with Nasdaq’s shareholder approval rules. |

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The requirement that we provide our public shareholders with the opportunity to redeem their public shares may be amended if approved by holders of at least two-thirds of our ordinary shares entitled to vote thereon and if the holders of public shares are provided with the opportunity to redeem their public shares upon the approval of any such amendment in the manner and for the price as set out in the articles. |

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Each public shareholder may elect to redeem its public shares irrespective of whether they vote for or against, or abstain from voting on, the proposed transaction or whether they were a shareholder on the record date for the shareholder meeting held to approve the proposed transaction. |

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If a shareholder vote is not required and we do not decide to hold a shareholder vote for business or other legal reasons, we can: |

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conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and |

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file tender offer documents with the SEC prior to completing our initial business combination, which will contain substantially similar financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. |

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In the event we conduct redemptions pursuant to the tender offer rules, our offer will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial business combination. |

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If we conduct redemptions pursuant to tender offer rules, Rule 14e-5 may restrict our Sponsor’s ability to purchase our securities outside of a tender offer. To comply with Rule 14e-5, upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we or our Sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase ordinary shares in the open market so as to comply with Rule 14e-5 under the Exchange Act. In the event our Sponsor, directors, officers, advisors or their affiliates determine to make any such purchases at the time of a shareholder vote relating to our initial business combination, such purchases could have the effect of influencing the vote necessary to approve such transaction. None of the funds in the trust account will be used to purchase shares in such transactions. They will not make any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record holder of our shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. Subsequent to the consummation of this offering, we will adopt an insider trading policy which will require insiders to: (i) refrain from purchasing shares during certain blackout periods and when they are in possession of any material non-public information and (ii) to clear all trades with our legal counsel prior to execution. We cannot currently determine whether our insiders will make such purchases pursuant to a Rule 10b5-1 plan, as it will be dependent upon several factors, including but not limited to, the timing and size of such purchases. Depending on such circumstances, our insiders may either make such purchases pursuant to a Rule 10b5-1 plan or determine that such a plan is not necessary. |

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In the event that our Sponsor, directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. |

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The purpose of such purchases would be to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. This may result in the completion of our initial business combination that may not otherwise have been possible. |

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In addition, if such purchases are made, the public “float” of our ordinary shares may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. However, in the event our Sponsor, directors, officers, advisors or their affiliates were to purchase shares from public shareholders, such purchases would by structured in compliance with the requirements of Rule 14e-5 under the Exchange Act including, in pertinent part, through adherence to the following: |

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the Company’s registration statement/proxy statement filed for its business combination transaction would disclose the possibility that the Company’s sponsor, directors, officers, advisors or their affiliates may purchase shares from public shareholders outside the redemption process, along with the purpose of such purchases; |

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if the Company’s sponsor, directors, officers, advisors or their affiliates were to purchase shares from public shareholders, they would do so at a price no higher than the price offered through the Company’s redemption process; |

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the Company’s registration statement/proxy statement filed for its business combination transaction would include a representation that any of the Company’s securities purchased by the Company’s sponsor, directors, officers, advisors or their affiliates would not be voted in favor of approving the business combination transaction; |

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the Company’s sponsor, directors, officers, advisors or their affiliates would not possess any redemption rights with respect to the Company’s securities or, if they do acquire and possess redemption rights, they would waive such rights; and |

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the Company would disclose in its Form 8-K, before to the Company’s security holder meeting to approve the business combination transaction, the following material items: |

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the amount of the Company’s securities purchased outside of the redemption offer by the Company’s sponsor, directors, officers, advisors or their affiliates, along with the purchase price; |

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the purpose of the purchases by the Company’s sponsor, directors, officers, advisors or their affiliates; |

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the impact, if any, of the purchases by the Company’s sponsor, directors, officers, advisors or their affiliates on the likelihood that the business combination transaction will be approved; |

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the identities of Company security holders who sold to the Company’s sponsor, directors, officers, advisors or their affiliates (if not purchased on the open market) or the nature of Company security holders ( e.g ., 5% security holders) who sold to the Company’s sponsor, directors, officers, advisors or their affiliates; and |

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the number of Company securities for which the Company has received redemption requests pursuant to its redemption offer. |

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Our Sponsor, officers, directors, advisors and/or their affiliates anticipate that they may identify the shareholders with whom our Sponsor, officers, directors, advisors or their affiliates may pursue privately negotiated purchases by either the shareholders contacting us directly or by our receipt of redemption requests submitted by shareholders following our mailing of proxy materials in connection with our initial business combination. To the extent that our Sponsor, officers, directors or their affiliates enter into a private purchase, they would identify and contact only potential selling shareholders who have expressed their election to redeem their shares for a pro rata share of the trust account or vote against the business combination. Such persons would select the shareholders from whom to acquire shares based on the number of shares available, the negotiated price per share and such other factors as any such person may deem relevant at the time of purchase. The price per share paid in any such transaction may be different than the amount per share a public shareholder would receive if it elected to redeem its shares in connection with our initial business combination. If the Company’s sponsor, directors, officers, advisors or their affiliates were to purchase shares from public shareholders, they would do so at a price no higher than the price offered through the Company’s redemption process. Our Sponsor, officers, directors, advisors or their affiliates will only purchase shares if such purchases comply with Regulation M under the Exchange Act and the other federal securities laws. |

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Any purchases by our Sponsor, officers, directors, advisors and/or their affiliates who are affiliated purchasers under Rule 10b-18 under the Exchange Act will only be made to the extent such purchases are able to be made in compliance with Rule 10b-18, which is a safe harbor from liability for manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act. Rule 10b-18 has certain technical requirements that must be complied with in order for the safe harbor to be available to the purchaser. Our Sponsor, officers, directors, advisors and/or their affiliates will not make purchases of ordinary shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act. |

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We intend to require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to, at the holder’s option, deliver their shares to our transfer agent electronically using the Continental Stock Transfer & Trust system, prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the vote on the proposal to approve the initial business combination. In addition, if we conduct redemptions in connection with a shareholder vote, we intend to require a public shareholder seeking redemption of its public shares to also submit a written request for redemption to our transfer agent two business days prior to the vote in which the name of the beneficial owner of such shares is included. The proxy materials or tender offer documents, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public shareholders to satisfy such delivery requirements. We believe that this will allow our transfer agent to efficiently process any redemptions without the need for further communication or action from the redeeming public shareholders, which could delay redemptions and result in additional administrative cost. If the proposed initial business combination is not approved and we continue to search for a target company, we will promptly return any certificates or shares delivered by public shareholders who elected to redeem their shares. |

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The proposed initial business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed initial business combination. In the event the aggregate cash consideration we would be required to pay for all ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed the aggregate amount of cash available to us, we will not complete the initial business combination or redeem any shares, and all ordinary shares submitted for redemption will be returned to the holders thereof. |

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Limitation on redemption rights of shareholders holding more than 15% of the shares sold in this offering if we hold shareholder vote |
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Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our Post-offering Memorandum and Articles of Association will provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, without our prior consent. |

Release of funds in trust account upon the close of our initial business combination |
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An aggregate of $10.00 per unit sold to the public in this offering (regardless of whether or not the over-allotment option is exercised in full or part) will be placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee, pursuant to an agreement to be signed on the date of this prospectus. The trustee will deposit the proceeds into a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee. The proceeds will be invested at the direction of the trustee. Except for any redemption associated with our seeking shareholder approval for an extension of time to complete a business combination, payment of taxes or as otherwise described in this prospectus, the proceeds held in the trust account will not be released until the earlier of the completion of an initial business combination and our redemption of 100% of the outstanding public shares if we have not completed a business combination in the required time period. Therefore, unless and until an initial business combination is consummated, the proceeds held in the trust account will not be available for our use for any expenses related to this offering or expenses which we may incur related to the investigation and selection of a target business and the negotiation of an agreement to acquire a target business.
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Liquidation if no business combination |
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If we cannot complete our initial business combination within the Combination Period, we will (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, subject to lawfully available funds therefor, redeem 100% of the outstanding public shares for a pro rata portion of the funds held in the trust account (initially $10.00 per public share), plus a pro rata portion of any interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to $50,000 of interest to pay liquidation and dissolution expenses), which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining holders of ordinary shares and our board of directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. At such time, the rights and warrants will expire and holders of the rights and warrants will receive nothing upon a liquidation with respect to such rights or warrants, and the rights or warrantswill be worthless. |

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In connection with our redemption of 100% of our outstanding public shares, each holder will receive an amount equal to (1) the number of public shares being redeemed by such public holder divided by the total number of public shares multiplied by (2) the amount then in the trust account (initially $10.00 per public share), plus a pro rata portion of any interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to $50,000 of interest to pay liquidation and dissolution expenses). |

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The proceeds deposited in the trust account could, however, become subject to the claims, if any, of our creditors that are in preference to the claims of our shareholders. We may not have funds sufficient to pay or provide for all creditors’ claims. Although we will seek to have all vendors, service providers (excluding our independent registered public accounting firm), prospective target businesses, and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public shareholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the trust account including, but not limited to, fraudulent inducement, breach of fiduciary responsibility, or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative. Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. The underwriters will not execute agreements with us waiving such claims to the monies held in the trust account. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts, or agreements with us and will not seek recourse against the trust account for any reason. In the event that an executed waiver is deemed to be unenforceable against a third party, our Sponsor will not be responsible to the extent of any liability for such third-party claims. None of our officers or directors will indemnify us for claims by third parties, including, without limitation, claims by vendors and prospective target businesses. |

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Accordingly, we cannot assure you that due to claims of creditors the actual value of the per-share redemption price will not be less than $10.00 per public share. |

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If we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the trust account, we cannot assure you we will be able to return $10.00 per public share to our public shareholders. Additionally, if we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor-creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover some or all amounts received by our shareholders. Furthermore, by paying public shareholders from the trust account prior to addressing the claims of creditors, our board of directors may be deemed to have breached its fiduciary duty to our creditors and/or to have acted in bad faith, thereby exposing itself and our company to claims of punitive damages. We cannot assure you that claims will not be brought against us for these reasons. |

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The holders of the founder shares will not participate in any redemption distribution with respect to their founder shares, but may have any public shares redeemed upon liquidation. |

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If we are unable to conclude our initial business combination and we expend all of the net proceeds of this offering not deposited in the trust account, without taking into account any issues of taxation or interest earned on the trust account, we expect that the initial per-share redemption price will be approximately $10.00. |

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We will pay the costs of any liquidation following the redemptions from our remaining assets outside of the trust account. If such funds are insufficient, our insiders have agreed to pay the funds necessary to complete such liquidation (currently anticipated to be no more than approximately $50,000) and have agreed not to seek repayment for such expenses. |

Conflicts of interest |
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Our Chief Executive Officer, Mr. Daniel M. McCabe, has conflicts of interest with respect to evaluating a particular business combination because he serves as a director, and has fiduciary duties to each of Quartzsea, Yotta, Black Hawk, Quetta, Quantumsphere, QuasarEdge, GalaxyEdge and Pelican II. Our director nominee, Becky Fallon, has conflicts of interest with respect to evaluating a particular business combination because she serves as director of Pelican II. Our director nominee, Sean Michael Deegan, has conflicts of interest with respect to evaluating a particular business combination because he serves as director of Pelican II. Our director nominee, Robert Labbe, has conflicts of interest with respect to evaluating a particular business combination because he serves as the CFO and director, and has fiduciary duties to each of Yotta and Quetta, and he also serves as the CEO and has fiduciary duties to Pelican II. |

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Because we are actively seeking acquisition targets in the same size range and because the executive teams of both companies are identical, a material conflict of interest exists in how business opportunities are sourced, evaluated, and allocated. Our officers and directors may be incentivized, consciously or unconsciously, to favor one entity over the other based on timing, deal quality, transaction complexity, or other personal or strategic factors. |

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These conflicts of interests of may limit the number of potential targets that our management presents to us for purposes of completing a business combination. Specifically, if they become aware of a business combination opportunity that falls within the line of business of any entity to which they have then-existing fiduciary or contractual obligations, they may be required to present such business combination opportunity to such entity prior to presenting such business combination opportunity to us. In the event that a potential target opportunity is appropriate for multiple entities to which our officers or directors owe fiduciary or contractual duties, these individuals will rely on the policies and procedures of each entity and their own judgment to determine to which entity the opportunity should be presented. This determination may be based on a variety of factors, including: |

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The alignment of the opportunity with each SPAC’s stated investment criteria and strategy; |

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The stage of the transaction pipeline each SPAC is in (e.g., early search, LOI signed, definitive agreement signed); |

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We cannot assure you that these conflicts will be resolved in our favor or that our officers and directors will always be able to present opportunities to us. However, in accordance with their fiduciary duties, our officers and directors will act in good faith and in the best interests of each applicable entity, including ours, when determining whether to present a particular opportunity. |

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Our officers and directors currently have, and any of them in the future may have, additional, fiduciary or contractual obligations to another entity pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity, including, without limitation, funds managed or advised by our Sponsor or its affiliates, subject to their fiduciary duties. If any of our directors or officers become aware of a business combination opportunity that falls within the line of business of any entity to which he or she has pre-existing fiduciary or contractual obligations, he or she may be required to present such business combination opportunity to such entity prior to presenting such business combination opportunity to us. |

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Our officers and directors also may become aware of business opportunities which may be necessary or appropriate for presentation to other entities to which they owe certain fiduciary or contractual duties. Any presentation of such opportunities to such other entities may present additional conflicts. |

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Our insiders may have conflicts of interest in determining to which entity a particular business opportunity should be presented. Our Post-offering Memorandum and Articles of Association provides that we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other.
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For more details about our management’s conflict of interests, see “Management-Conflicts of Interest” on page 114 of this prospectus. Subject to his or her fiduciary duties under Cayman Islands law, none of the members of our management team who are also employed by, or directors of, our Sponsor or its affiliates have any obligation to present us with any opportunity for a potential business combination of which they become aware unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation. Our Sponsor, directors, and officers |

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are also not prohibited from sponsoring, investing or otherwise becoming involved with, any other blank check companies, including in connection with their initial business combinations, prior to us completing our initial business combination. Our management team, in their capacities as directors, officers or employees of our Sponsor or its affiliates or in their other endeavors, may choose to present potential business combinations to the related entities described above, current or future entities affiliated with or managed by our Sponsor, or third parties, before they present such opportunities to us, subject to his or her fiduciary duties under Cayman Islands law and any other applicable fiduciary duties. |

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We are not prohibited from pursuing an initial business combination with a target that is affiliated with our Sponsor, officers, or directors nor making the initial business combination through a joint venture or other form of shared ownership with our Sponsor, officers, or directors. We, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that such an initial business combination is fair to our company from a financial point of view. |

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Investors should be aware of the following potential conflicts of interest. |

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None of our officers, directors, and director nominees is required to commit their full time to our affairs and, accordingly, they may have conflicts of interest in allocating their time among various business activities. |

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In the course of their other business activities, our officers, directors, and director nominees may become aware of investment and business opportunities which may be appropriate for presentation to our company as well as the other entities with which they are affiliated. Our officers, directors, and director nominees may continue to be involved in the formation of other special purpose acquisition companies in the future. Thus, our officers, directors, and director nominees may have conflicts of interest in determining to which entity a particular business opportunity should be presented. |

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Our officers, directors, and director nominees may in the future become affiliated with entities, including other blank check companies, engaged in business activities similar to those intended to be conducted by our company. Specifically, Our Chief Executive Officer, Mr. Daniel M. McCabe, has conflicts of interest with respect to evaluating a particular business combination because he serves as a director, and has fiduciary duties to each of Yotta, Quetta, Black Hawk, Quartzsea, Quantumsphere, QuasarEdge, GalaxyEdge and Pelican II, each of which has executed a definitive merger agreement with a target company in connection with their respective initial business combinations. Our director nominee, Becky Fallon, has conflicts of interest with respect to evaluating a particular business combination because she serves as the director of Pelican II, which has executed a definitive merger agreement with a target company in connection with their respective initial business combinations. Our director nominee, Sean Michael Deegan, has conflicts of interest with respect to evaluating a particular business combination because he serves as a director, and has fiduciary duties to Pelican II. Our director nominee, Robert Labbe, has conflicts of interest with respect to evaluating a particular business combination because he serves as the CFO and director, and has fiduciary duties to each of Yotta and Quetta, and he also serves as the CEO and has fiduciary duties to Pelican II. These conflicts of interests may limit the number of potential targets that our management presents to us for purposes of completing a business combination. Specifically, if they become aware of a business combination opportunity that falls within the line of business of any entity to which they have then-existing fiduciary or contractual obligations, they may be required to present such business combination opportunity to such entity prior to presenting such business combination opportunity to us.
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Unless we consummate our initial business combination, our officers, directors, and director nominees, and other insiders will not receive reimbursement for any out-of-pocket expenses incurred by them to the extent that such expenses exceed the amount of available proceeds not deposited in the trust account. |

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The founder shares beneficially owned by our officers, directors, and director nominees will be released from trust only if our initial business combination is successfully completed. Additionally, if we are unable to complete an initial business combination within the required time frame, our officers, directors, and director nominees will not be entitled to receive any amounts held in the trust account with respect to any of their founder shares or private units. Furthermore, our Sponsor, Futurewave Capital Solutions Limited, agreed that the private units will not be sold or transferred by it until we have completed our initial business combination. For the foregoing reasons, our board may have a conflict of interest in determining whether a particular target business is an appropriate business with which to affect our initial business combination. |

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Our Sponsor is currently controlled by Mr. Daniel M. McCabe, our Chairman, Chief Executive Officer, and director, thus, Mr. Daniel M. McCabe currently holds 100% voting and investment discretion with respect to the ordinary shares held of record by the Sponsor. No other party has any material indirect interest in our Sponsor. Our Sponsor purchased 2,466,750 of our ordinary shares for $25,000, a nominal price, which we refer to herein as founder shares. The founder shares will be worthless if we do not complete an initial business combination, especially because, pursuant to letter agreement, the holders of the Sponsor shares and private units have or will have waived their right to claim funds held in the trust account in connection with any redemption of shares. Our Sponsor has also committed to purchase an aggregate of 235,500 private units (or 241,125 private units if the underwriters’ over-allotment option is exercised in full) at $10.00 per private unit for a total purchase price of $2,355,000 (or 2,411,250 if the underwriters’ over-allotment option is exercised in full) from us. |

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A conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination. Specifically, our officers and directors, and any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Reimbursement for such expenses will be paid by us out of loans by our Sponsor and interest earned on the trust account. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred in connection with activities on our behalf. In addition, at the closing of our initial public offering, our Sponsor will be repaid an aggregate of $200,000 by our Company pursuant to a certain promissory note dated February 28, 2026. The principal balance of this promissory note shall be payable on the date on which our Company closes an initial public offering of its securities. The principal balance may be prepaid at any time. These financial interests of our Sponsor, officers, and directors may influence their motivation in identifying and selecting a target business combination and completing an initial business combination. |

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We are not prohibited from pursuing an initial business combination with a target that is affiliated with our Sponsor, officers, or directors nor making the initial business combination through a joint venture or other form of shared ownership with our Sponsor, officers, or directors. We, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that such an initial business combination is fair to our company from a financial point of view. For a list of potential targets affiliated with our Sponsor, see “Management-Conflicts of Interest” on page 114 of this prospectus.
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● |
As stated herein, our Sponsor is currently controlled by Mr. Daniel M. McCabe our Chairman, Chief Executive Officer, and director. He serves as a director on eight other SPACs, namely Quetta, Yotta, Black Hawk, Quartzsea, Quantumsphere, GalaxyEdge, QuasarEdge, and Pelican II. Yotta, Quetta and Black Hawk have each executed a definitive merger agreement with a target company in connection with their respective initial business combinations. On January 10, 2025, Quetta held a special meeting of its stockholders, namely, among other matters, extend the time Quetta has to complete a business combination to a month-to-month extension basis, beginning on January 10, 2025, until October 10, 2026. Similarly, on August 22, 2024, Yotta’s stockholders at its annual meeting, approved Yotta’s right to extend the Business Combination Period from August 22, 2024 to October 22, 2025. Ms. Becky Fallon serves as an independent director of Pelican II. Lastly, Mr. Sean Michael Deegan serves as an independent director of Pelican II. Mr. Robert Labbe is our independent director nominee and serves as CFO and director on two other SPACs, namely Quetta and Yotta. He also serves as the CEO, CFO and a director on Pelican II. |

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In addition, our Sponsor is currently controlled by Mr. Daniel M. McCabe, our Chairman, Chief Executive Officer, Chief Financial Officer, and director, thus, Mr. Daniel M. McCabe currently holds 100% of the voting and investment discretion with respect to the ordinary shares held of record by the Sponsor. No other party has any material indirect interest in our Sponsor. Our Sponsor purchased 2,466,750 of our ordinary shares for $25,000, a nominal price, which we refer to herein as founder shares. Our Sponsor has also committed to purchase an aggregate of 235,500 private units (or 241,125 private units if the underwriters’ over-allotment option is exercised in full) at $10.00 per private unit for a total purchase price of 2,355,000 (or $2,411,250 if the underwriters’ over-allotment option is exercised in full) from us. The founder shares and private units will be worthless if we do not complete an initial business combination because, pursuant to letter agreement, the holders of the founders shares and private units have or will have waived their right to claim funds held in the trust account in connection with any redemption of shares. |

33

Table of Contents | |

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In the future any of our directors and our officers may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present acquisition opportunities to such entity. Our Post-offering Memorandum and Articles of Association provides that, to the maximum extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation. We do not believe, however, that any fiduciary duties or contractual obligations of our directors or officers would materially undermine our ability to complete our business combination. |

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A conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination. Specifically, our officers and directors, and any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Reimbursement for such expenses will be paid by us out of loans by our Sponsor and interest earned on the trust account. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred in connection with activities on our behalf. In addition, at the closing of our initial public offering, our Sponsor will be repaid an aggregate of $200,000 by our Company pursuant to a certain promissory note dated February 28, 2026. The principal balance of this promissory note shall be payable on the date on which our Company closes an initial public offering of its securities. The principal balance may be prepaid at any time. These financial interests of our Sponsor, officers, and directors may influence their motivation in identifying and selecting a target business combination and completing an initial business combination. |

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Limited payments to insiders |
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We may consider cash or other compensation to officers or advisors we may hire subsequent to this offering to be paid either prior to or in connection with our initial business combination. In addition, the following payments will be made to our initial shareholders or their affiliates, none of which will be made from the proceeds of this offering held in the trust account prior to the completion of our initial business combination: |

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● |
Repayment of an aggregate of up to $200,000 in loans made to us by our Sponsor. |

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● |
Reimbursement for office space, utilities and secretarial and administrative support made available to us by our Sponsor or an affiliate thereof, in an amount equal to $15,000 per month. |

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● |
Reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination. |

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● |
Repayment of non-interest bearing loans which may be made by our initial shareholders or their affiliates (of which up to $1,500,000 may be converted, at the discretion of the holder, into private units at a price of $10.00 per unit) to finance transaction costs in connection with an intended initial business combination |

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Our audit committee will review on a quarterly basis all payments that were made to our initial shareholders or their affiliates. |

34

Table of Contents | |

Audit Committee |
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We will establish and maintain an audit committee to, among other things, monitor compliance with the terms described above and the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to immediately take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section of this prospectus entitled “Management — Committees of the board of directors — Audit Committee.” |

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Our audit committee will review on a quarterly basis all payments that were made to our Sponsor, officers or directors, or our or their affiliates. |

Indemnity |
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Our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the trust account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes; provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all warrants and rights to the monies held in the trust account (whether or not such waiver is enforceable), nor will it apply to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Secu

### EX-3.1 - EXHIBIT 3.1
EX-3.1
3
futurewaveacq_ex3-1.htm
EXHIBIT 3.1

Exhibit 3.1

|
|

Dated 16 February 2026

Companies Act (Revised)

Company Limited by Shares

ARTICLES OF ASSOCIATION
OF
FUTUREWAVE ACQUISITION CORPORATION

| | Auth Code: G63725571678 |
| | www.verify.gov.ky |
| | |

| | |

CONTENTS

1 |
Definitions, interpretation and exclusion of Table A |
|
1 |

|
Definitions |
|
1 |

|
Interpretation |
|
5 |

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Exclusion of Table A Articles |
|
6 |

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2 |
Shares |
|
7 |

|
Power to issue Shares and options, with or without special rights |
|
7 |

|
Power to pay commissions and brokerage fees |
|
8 |

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Trusts not recognised |
|
9 |

|
Power to vary class rights |
|
9 |

|
Effect of new Share issue on existing class rights |
|
10 |

|
Capital contributions without issue of further Shares |
|
10 |

|
No bearer Shares or warrants |
|
10 |

|
Treasury Shares |
|
10 |

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Rights attaching to Treasury Shares and related matters |
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11 |

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3 |
Register of Members |
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11 |

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4 |
Share certificates |
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12 |

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Issue of share certificates |
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12 |

|
Renewal of lost or damaged share certificates |
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12 |

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5 |
Lien on Shares |
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13 |

|
Nature and scope of lien |
|
13 |

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Company may sell Shares to satisfy lien |
|
13 |

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Authority to execute instrument of transfer |
|
13 |

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Consequences of sale of Shares to satisfy lien |
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14 |

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Application of proceeds of sale |
|
14 |

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6 |
Calls on Shares and forfeiture |
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14 |

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Power to make calls and effect of calls |
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14 |

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Time when call made |
|
15 |

|
Liability of joint holders |
|
15 |

|
Interest on unpaid calls |
|
15 |

|
Deemed calls |
|
15 |

|
Power to accept early payment |
|
15 |

|
Power to make different arrangements at time of issue of Shares |
|
16 |

|
Notice of default |
|
16 |

|
Forfeiture or surrender of Shares |
|
16 |

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Disposal of forfeited or surrendered Share and power to cancel forfeiture or surrender |
|
16 |

|
Effect of forfeiture or surrender on former Member |
|
17 |

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Evidence of forfeiture or surrender |
|
17 |

|
Sale of forfeited or surrendered Shares |
|
17 |

| i | |
| | Auth Code: G63725571678 |
| | www.verify.gov.ky |
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| | |

7 |
Transfer of Shares |
|
18 |

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Form of transfer |
|
18 |

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Power to refuse registration |
|
18 |

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Power to suspend registration |
|
18 |

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Company may retain instrument of transfer |
|
18 |

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8 |
Transmission of Shares |
|
18 |

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Persons entitled on death of a Member |
|
18 |

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Registration of transfer of a Share following death or bankruptcy |
|
19 |

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Indemnity |
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19 |

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Rights of person entitled to a Share following death or bankruptcy |
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19 |

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9 |
Alteration of capital |
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20 |

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Increasing, consolidating, converting, dividing and cancelling share capital |
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20 |

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Dealing with fractions resulting from consolidation of Shares |
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20 |

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Reducing share capital |
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21 |

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10 |
Redemption and purchase of own Shares |
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21 |

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Power to issue redeemable Shares and to purchase own Shares |
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21 |

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Power to pay for redemption or purchase in cash or in specie |
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22 |

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Effect of redemption or purchase of a Share |
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22 |

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11 |
Meetings of Members |
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22 |

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Power to call meetings |
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22 |

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Content of notice |
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24 |

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Period of notice |
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24 |

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Persons entitled to receive notice |
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25 |

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Publication of notice on a website |
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25 |

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Time a website notice is deemed to be given |
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25 |

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Required duration of publication on a website |
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25 |

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Accidental omission to give notice or non-receipt of notice |
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26 |

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12 |
Proceedings at meetings of Members |
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26 |

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Quorum |
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26 |

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Lack of quorum |
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26 |

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Chairman |
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27 |

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Right of a Director to attend and speak |
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27 |

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Use of technology & accommodation of Members at Virtual Meeting |
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27 |

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Adjournment, postponement and cancellation |
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27 |

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Method of voting |
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28 |

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Outcome of vote by show of hands |
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28 |

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Withdrawal of demand for a poll |
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28 |

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Taking of a poll |
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28 |

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Chairman’s casting vote |
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29 |

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Amendments to resolutions |
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29 |

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Written resolutions |
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29 |

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Sole-member company |
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30 |

| ii | |
| | Auth Code: G63725571678 |
| | www.verify.gov.ky |
| | |

| | |

13 |
Voting rights of Members |
|
30 |

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Right to vote |
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30 |

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Rights of joint holders |
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31 |

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Representation of corporate Members |
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31 |

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Member with mental disorder |
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32 |

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Objections to admissibility of votes |
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32 |

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Form of proxy |
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32 |

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How and when proxy is to be delivered |
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33 |

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Voting by proxy |
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34 |

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14 |
Number of Directors |
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34 |

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15 |
Appointment, disqualification and removal of Directors |
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34 |

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No age limit |
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34 |

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Corporate Directors |
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34 |

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No shareholding qualification |
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34 |

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Appointment and removal of Directors |
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34 |

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Resignation of Directors |
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36 |

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Termination of the office of Director |
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36 |

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16 |
Alternate Directors |
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37 |

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Appointment and removal |
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37 |

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Notices |
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38 |

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Rights of alternate director |
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38 |

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Appointment ceases when the appointor ceases to be a Director |
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39 |

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Status of alternate director |
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39 |

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Status of the Director making the appointment |
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39 |

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17 |
Powers of Directors |
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39 |

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Powers of Directors |
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39 |

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Appointments to office |
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39 |

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Remuneration |
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40 |

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Disclosure of information |
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41 |

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18 |
Delegation of powers |
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41 |

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Power to delegate any of the Directors’ powers to a committee |
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41 |

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Power to appoint an agent of the Company |
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42 |

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Power to appoint an attorney or authorised signatory of the Company |
|
42 |

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Power to appoint a proxy |
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42 |

| iii | |
| | Auth Code: G63725571678 |
| | www.verify.gov.ky |
| | |

| | |

19 |
Meetings of Directors |
|
43 |

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Regulation of Directors’ meetings |
|
43 |

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Calling meetings |
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43 |

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Notice of meetings |
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43 |

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Period of notice |
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43 |

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Use of technology |
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43 |

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Place of meetings |
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43 |

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Quorum |
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43 |

|
Voting |
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43 |

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Validity |
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44 |

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Recording of dissent |
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44 |

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Written resolutions |
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44 |

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Sole director’s minute |
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44 |

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20 |
Permissible Directors’ interests and disclosure |
|
45 |

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Permissible interests subject to disclosure |
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45 |

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Notification of interests |
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45 |

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Voting where a director is interested in a matter |
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46 |

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21 |
Minutes |
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46 |

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22 |
Accounts and audit |
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46 |

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Accounting and other records |
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46 |

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No automatic right of inspection |
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46 |

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Sending of accounts and reports |
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46 |

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Time of receipt if documents are published on a website |
|
47 |

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Validity despite accidental error in publication on website |
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47 |

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23 |
Financial year |
|
48 |

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24 |
Record dates |
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48 |

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25 |
Dividends |
|
49 |

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Declaration of dividends by Members |
|
49 |

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Payment of interim dividends and declaration of final dividends by Directors |
|
49 |

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Apportionment of dividends |
|
50 |

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Right of set off |
|
50 |

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Power to pay other than in cash |
|
50 |

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How payments may be made |
|
50 |

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Dividends or other moneys not to bear interest in absence of special rights |
|
51 |

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Dividends unable to be paid or unclaimed |
|
51 |

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26 |
Capitalisation of profits |
|
51 |

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Capitalisation of profits or of any share premium account or capital redemption reserve |
|
51 |

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Applying an amount for the benefit of members |
|
52 |

| iv | |
| | Auth Code: G63725571678 |
| | www.verify.gov.ky |
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| | |

27 |
Share premium account |
|
52 |

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Directors to maintain share premium account |
|
52 |

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Debits to share premium account |
|
52 |

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28 |
Seal |
|
53 |

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Company seal |
|
53 |

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Duplicate seal |
|
53 |

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When and how seal is to be used |
|
53 |

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If no seal is adopted or used |
|
53 |

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Power to allow non-manual signatures and facsimile printing of seal |
|
53 |

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Validity of execution |
|
54 |

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29 |
Indemnity |
|
54 |

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Indemnity |
|
54 |

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Release |
|
55 |

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Insurance |
|
55 |

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Form of notices |
|
55 |

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Electronic communications |
|
56 |

|
Persons authorised to give notices |
|
56 |

|
Delivery of written notices |
|
56 |

|
Joint holders |
|
56 |

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Signatures |
|
56 |

|
Evidence of transmission |
|
57 |

|
Giving notice to a deceased or bankrupt Member |
|
57 |

|
Date of giving notices |
|
57 |

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Saving provision |
|
58 |

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30 |
Authentication of Electronic Records |
|
58 |

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Application of Articles |
|
58 |

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Authentication of documents sent by Members by Electronic means |
|
58 |

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Authentication of document sent by the Secretary or Officers of the Company by Electronic means |
|
58 |

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Manner of signing |
|
59 |

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Saving provision |
|
59 |

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31 |
Transfer by way of continuation |
|
59 |

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32 |
Winding up |
|
60 |

|
Distribution of assets in specie |
|
60 |

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No obligation to accept liability |
|
60 |

|
The Directors are authorised to present a winding up petition |
|
60 |

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33 |
Amendment of Memorandum and Articles |
|
60 |

|
Power to change name or amend Memorandum |
|
60 |

|
Power to amend these Articles |
|
61 |

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34
|
Mergers and Consolidations |
|
61 |

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35 |
Business Combination |
|
61 |

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36
|
Certain Tax Filings |
|
64 |

|
|
|
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37 |
Business Opportunities |
|
64 |

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|

38 |
Exclusive Jurisdiction and Forum |
|
65 |

| v | |
| | Auth Code: G63725571678 |
| | www.verify.gov.ky |
| | |

| | |

Companies Act (Revised)

Company Limited by Shares

Articles of Association

of

Futurewave Acquisition Corporation

|
1 |
Definitions, interpretation and exclusion of Table A |

Definitions

|
1.1 |
In these Articles, the following definitions apply: |

Act means the Companies Act (Revised) of the Cayman Islands, including any statutory modification or re-enactment thereof for the time being in force.

Amendment has the meaning ascribed to it in Article 35.11.

Amendment Redemption Event has the meaning ascribed to it in Article 35.11.

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.

Approved Amendment has the meaning ascribed to it in Article 35.11.

Articles means, as appropriate:

|
(a) |
these articles of association as amended from time to time: or |

|
(b) |
two or more particular articles of these Articles; |

and Article refers to a particular article of these Articles.

Audit Committee means the audit committee of the Company formed pursuant to Article 22.8 hereof, or any successor audit committee.

Auditor means the person for the time being performing the duties of auditor of the Company.

Automatic Redemption Event shall have the meaning given to it in Article 35.2.

Board means the board of Directors from time to time.

| 1 | |
| | Auth Code: G63725571678 |
| | www.verify.gov.ky |
| | |

| | |

Business Combination shall mean the initial acquisition by the Company, whether through a merger, share reconstruction or amalgamation, asset or share acquisition, exchangeable share transaction, contractual control arrangement or other similar type of transaction, with a Target Business at Fair Value.

Business Day means a day other than (a) a day on which banking institutions or trust companies are authorised or obligated by law to close in New York City, (b) a Saturday or (c) a Sunday.

Cayman Islands means the British Overseas Territory of the Cayman Islands.

Clear Days , in relation to a period of notice, means that period excluding:

|
(a) |
the day when the notice is given or deemed to be given; and |

|
(b) |
the day for which it is given or on which it is to take effect. |

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.

Company means the above-named company.

Default Rate means 10% (ten per cent) per annum.

Designated Stock Exchange means Nasdaq Capital Market or any other national securities exchange on which the Shares are listed for trading.

Directors means the directors for the time being of the Company and the expression Director shall be construed accordingly.

Electronic has the meaning given to that term in the Electronic Transactions Act (Revised) of the Cayman Islands.

Electronic Communication Facilities means video, video-conferencing, internet or online conferencing applications, telephone or tele-conferencing and/or any other video-communications, internet or online conferencing application or telecommunications facilities by means of which all persons participating in a meeting are capable of hearing and being heard by each other.

Electronic Record has the meaning given to that term in the Electronic Transactions Act (Revised) of the Cayman Islands.

Electronic Signature has the meaning given to that term in the Electronic Transactions Act (Revised) of the Cayman Islands.

| 2 | |
| | Auth Code: G63725571678 |
| | www.verify.gov.ky |
| | |

| | |

Equity-Linked Securities means any debt or equity securities that are convertible, exercisable or exchangeable for Ordinary 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.

Fair Value shall mean a value at least equal to 80% of the balance in the Trust Account (excluding any taxes payable on the Trust Account balance) at the time of the execution of a definitive agreement for a Business Combination.

Fully Paid and Paid Up :

|
(a) |
in relation to a Share with par value, means that the par value for that Share and any premium payable in respect of the issue of that Share, has been fully paid or credited as paid in money or money’s worth; |

|
(b) |
in relation to a Share without par value, means that the agreed issue price for that Share has been fully paid or credited as paid in money or money’s worth. |

Independent Director means a director who is an independent director as defined in the rules and regulations of the Designated Stock Exchange as determined by the Directors.

Initial Shareholders means the Sponsor, the Directors and officers of the Company or their respective affiliates who hold Shares prior to the IPO.

IPO means the initial public offering of securities of the Company.

Member means any person or persons entered on the Register of Members from time to time as the holder of a Share.

Memorandum means the memorandum of association of the Company as amended from time to time.

Officer means a person then appointed to hold an office in the Company; and the expression includes a director, alternate director or liquidator.

Ordinary Resolution means a resolution of a duly constituted general meeting of the Company passed by a simple majority of the votes cast by, or on behalf of, the Members who (being entitled to do so) vote in person or by proxy or, in the case of corporation, by their duly authorised representatives, at that meeting). The expression also includes a unanimous written resolution.

Ordinary Shares means the ordinary shares of US$0.0001 par value each of the Company.

| 3 | |
| | Auth Code: G63725571678 |
| | www.verify.gov.ky |
| | |

| | |

Over-Allotment Option means the option of the Underwriters to purchase up to an additional 1,125,000 units (as described at Article 2.4) sold in the IPO at a price equal to US$10.00 per unit, less underwriting discount and commissions.

Per-Share Redemption Price means:

|
(a) |
with respect to an Automatic Redemption Event, the aggregate amount on deposit in the Trust Account (including interest not previously released to us, which shall be net of taxes payable, and less up to US$50,000 of interest to pay liquidation and dissolution expenses) divided by the number of then outstanding Public Shares; |

|
(b) |
with respect to an Amendment Redemption Event, the aggregate amount on deposit in the Trust Account, including interest earned but net of taxes payable, divided by the number of then outstanding Public Shares; and |

|
(c) |
with respect to either a Tender Redemption Offer or a Redemption Offer, the aggregate amount then on deposit in the Trust Account (net of taxes payable), divided by the number of then outstanding Public Shares. |

Public Share means the Ordinary Shares included in the units issued in the IPO (as described in Article 2.4).

Redemption Offer has the meaning ascribed to it in Article 35.5(b).

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

Registration Statement has the meaning ascribed to it in Article 35.10.

SEC means the United States Securities and Exchange Commission.

Secretary means a person appointed to perform the duties of the secretary of the Company, including a joint, assistant or deputy secretary.

Share means a share in the share capital of the Company; and the expression:

|
(a) |
includes stock (except where a distinction between shares and stock is expressed or implied); and |

|
(b) |
where the context permits, also includes a fraction of a share. |

Special Resolution has the meaning given to that term in the Act; and the expression includes a unanimous written resolution.

Sponsor means Futurewave Capital Solutions Limited.

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Sponsor Group means the Sponsor and its respective affiliates, successors and assigns.

Target Business means any businesses or entity with whom the Company wishes to undertake a Business Combination.

Target Business Acquisition Period shall mean the period commencing from the effectiveness of the registration statement filed with the SEC in connection with the Company’s IPO up to and including the first to occur of (i) a Business Combination; or (ii) the Termination Date.

Tax Filing Authorised Person means such person as any director shall designate from time to time, acting severally.

Tender Redemption Offer has the meaning ascribed to it in Article 35.5(a).

Termination Date has the meaning given to it in Article 35.2.

Treasury Shares means Shares of the Company held in treasury pursuant to the Act and Article 2.16.

Trust Account means the trust account established by the Company upon the consummation of its IPO and into which a certain amount of the net proceeds of the IPO, together with a certain amount from the sale of the private placement units simultaneously with the closing date of the IPO, will be deposited.

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

Virtual Meeting means any general meeting of the Members at which the Members (and any other permitted participants of such meeting, including without limitation the chairman of the meeting and any Directors) are permitted to attend and participate solely by means of Electronic Communication Facilities.

Interpretation

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1.2 |
In the interpretation of these Articles, the following provisions apply unless the context otherwise requires: |

|
(a) |
A reference in these Articles to a statute is a reference to a statute of the Cayman Islands as known by its short title, and includes: |

|
(i) |
any statutory modification, amendment or re-enactment; and |

|
(ii) |
any subordinate legislation or regulations issued under that statute. |

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Without limitation to the preceding sentence, a reference to a revised Act of the Cayman Islands is taken to be a reference to the revision of that Act in force from time to time as amended from time to time.

|
(b) |
Headings are inserted for convenience only and do not affect the interpretation of these Articles, unless there is ambiguity. |

|
(c) |
If a day on which any act, matter or thing is to be done under these Articles is not a Business Day, the act, matter or thing must be done on the next Business Day. |

|
(d) |
A word which denotes the singular also denotes the plural, a word which denotes the plural also denotes the singular, and a reference to any gender also denotes the other genders. |

|
(e) |
A reference to a person includes, as appropriate, a company, trust, partnership, joint venture, association, body corporate or government agency. |

|
(f) |
Where a word or phrase is given a defined meaning another part of speech or grammatical form in respect to that word or phrase has a corresponding meaning. |

|
(g) |
All references to time are to be calculated by reference to time in the place where the Company’s registered office is located. |

|
(h) |
The words written and in writing include all modes of representing or reproducing words in a visible form, but do not include an Electronic Record where the distinction between a document in writing and an Electronic Record is expressed or implied. |

|
(i) |
The words including , include and in particular or any similar expression are to be construed without limitation. |

|
(j) |
The term “ present ” means, in respect of any person attending a meeting, such person’s presence at a general meeting of Members (or any meeting of the holders of any class of Shares), which may be satisfied by means of such person or, if a corporation or other non-natural person, its duly authorized representative (or, in the case of any Member, a proxy which has been validly appointed by such Member in accordance with these Articles), being: (a) physically present at the meeting; or (b) in the case of any meeting at which Electronic Communication Facilities are permitted in accordance with these Articles, including any Virtual Meeting, connected by means of the use of such Electronic Communication Facilities. |

Exclusion of Table A Articles

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1.3 |
The regulations contained in Table A in the First Schedule of the Act and any other regulations contained in any statute or subordinate legislation are expressly excluded and do not apply to the Company. |

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2 |
Shares |

Power to issue Shares and options, with or without special rights

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2.1 |
Subject to the provisions of the Act and these Articles and, where applicable, the rules of the Designated Stock Exchange and/or any competent regulatory authority, and without prejudice to any rights attached to any existing Shares, the Directors have general and unconditional authority to allot (with or without confirming rights of renunciation), issue, grant options over or otherwise deal with any unissued Shares of the Company to such persons, at such times and on such terms and conditions as they may decide. No Share may be issued at a discount except in accordance with the provisions of the Act. |

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2.2 |
Without limitation to the preceding Article, the Directors may so deal with the unissued Shares of the Company: |

|
(a) |
either at a premium or at par; or |

|
(b) |
with or without preferred, deferred or other special rights or restrictions whether in regard to dividend, voting, return of capital or otherwise. |

Notwithstanding the above, following an IPO and prior to a Business Combination, the Company may not issue additional Shares that would entitle the holders thereof to (i) receive funds from the Trust Account or (ii) vote on any Business Combination.

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2.3 |
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 at such times and on such terms and conditions as the Directors may decide. |

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2.4 |
The Company may issue units of securities in the Company, which may be comprised of 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, on such terms and conditions as the Directors may decide. The securities comprising any such units which are issued pursuant to the IPO can only be traded separately from one another on the 90 th day following the date of the prospectus relating to the IPO unless the managing Underwriter determines that an earlier date is acceptable, subject to the Company having filed a current report on Form 8-K containing an audited balance sheet reflecting the Company’s receipt of the gross proceeds of the IPO with the SEC 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. |

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2.5 |
Each Share in the Company confers upon the Member: |

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(a) |
subject to Article 33, the right to one vote at a meeting of the Members of the Company or on any resolution of Members; |

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(b) |
the right to be redeemed on an Automatic Redemption Event in accordance with Article 35.2 or pursuant to either a Tender Redemption Offer or Redemption Offer in accordance with Article 35.5 or pursuant to an Amendment Redemption Event in accordance with Article 35.11; |

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(c) |
a pro rata right in any dividend paid by the Company; and |

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(d) |
subject to satisfaction of and compliance with Article 35, a pro rata right in the distribution of the surplus assets of the Company on its liquidation provided that in the event that the Company enters liquidation prior to or without having consummated a Business Combination then, in such circumstances, in the event any surplus assets (Residual Assets) of the Company remain following the Company having complied with its applicable obligations to redeem Public Shares and distribute the funds held in the Trust Account in respect of such redemptions pursuant to Article 35, the Public Shares shall not have any right to receive any share of those Residual Assets which are held outside the Trust Account and such Residual Assets shall be distributed (on a pro rata basis) only in respect of those Shares that are not Public Shares. Power to issue fractions of a Share |

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2.6 |
Subject to the Act, the Company may, but shall not otherwise be obliged to, issue fractions of a Share of any class or round up or down fractional holdings of Shares to its nearest whole number. A fraction of a Share shall be subject to and carry the corresponding fraction of liabilities (whether with respect to calls or otherwise), limitations, preferences, privileges, qualifications, restrictions, rights and other attributes of a Share of that class of Shares. |

Power to pay commissions and brokerage fees

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2.7 |
The Company may, in so far as the Act permits, pay a commission to any person in consideration of that person: |

|
(a) |
subscribing or agreeing to subscribe, whether absolutely or conditionally; or |

|
(b) |
procuring or agreeing to procure subscriptions, whether absolute or conditional |

for any Shares in the Company. That commission may be satisfied by the payment of cash or the allotment of Fully Paid or partly-paid Shares or partly in one way and partly in another.

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2.8 |
The Company may employ a broker in the issue of its capital and pay him any proper commission or brokerage. |

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Trusts not recognised

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2.9 |
Except as required by Applicable Law: |

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(a) |
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) any other rights in respect of any Share other than an absolute right to the entirety thereof in the holder; and |

|
(b) |
no person other than the Member shall be recognised by the Company as having any right in a Share. |

Power to vary class rights

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2.10 |
If the share capital is divided into different classes of Shares then, unless the terms on which a class of Shares was issued state otherwise, the rights attaching to a class of Shares may only be varied if one of the following applies: |

|
(a) |
the Members holding two thirds of the issued Shares of that class consent in writing to the variation; or |

|
(b) |
the variation is made with the sanction of a Special Resolution passed at a separate general meeting of the Members holding the issued Shares of that class. |

|
2.11 |
For the purpose of paragraph (b) of the preceding Article, all the provisions of these Articles relating to general meetings apply, mutatis mutandis, to every such separate meeting except that: |

|
(a) |
the necessary quorum shall be one or more persons holding, or representing by proxy, not less than one third of the issued Shares of the class; and |

|
(b) |
any Member holding issued Shares of the class, present in person or by proxy or, in the case of a corporate Member, by its duly authorised representative, may demand a poll. |

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2.12 |
Notwithstanding Article 2.10, unless the proposed variation is for the purposes of approving, or in conjunction with, the consummation of a Business Combination, prior to a Business Combination but subject always to the limitations set out in Article 33 in respect of amendments to the Memorandum and Articles, the rights attached to the Shares as specified in Article 2.5 may only, whether or not the Company is being wound up, be varied by a Special Resolution, and any such variation that has to be approved under this Article shall also be subject to compliance with Article 35.11. |

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Effect of new Share issue on existing class rights

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2.13 |
Unless the terms on which a class of Shares was issued state otherwise, the rights conferred on the Member holding Shares of any class shall not be deemed to be varied by the creation or issue of further Shares ranking pari passu with the existing Shares of that class. |

Capital contributions without issue of further Shares

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2.14 |
With the consent of a Member, the Directors may accept a voluntary contribution to the capital of the Company from that Member without issuing Shares in consideration for that contribution. In that event, the contribution shall be dealt with in the following manner: |

|
(a) |
It shall be treated as if it were a share premium. |

|
(b) |
Unless the Member agrees otherwise: |

|
(i) |
if the Member holds Shares in a single class of Shares - it shall be credited to the share premium account for that class of Shares; |

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(ii) |
if the Member holds Shares of more than one class - it shall be credited rateably to the share premium accounts for those classes of Shares (in the proportion that the sum of the issue prices for each class of Shares that the Member holds bears to the total issue prices for all classes of Shares that the Member holds). |

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(c) |
It shall be subject to the provisions of the Act and these Articles applicable to share premiums. |

No bearer Shares or warrants

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2.15 |
The Company shall not issue Shares or warrants to bearers. |

Treasury Shares

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2.16 |
Shares that the Company purchases, redeems or acquires by way of surrender in accordance with the Act shall be held as Treasury Shares and not treated as cancelled if: |

|
(a) |
the Directors so determine prior to the purchase, redemption or surrender of those shares; and |

|
(b) |
the relevant provisions of the Memorandum and Articles and the Act are otherwise complied with. |

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Rights attaching to Treasury Shares and related matters

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2.17 |
No dividend may be declared or paid, and no other distribution (whether in cash or otherwise) of the Company’s assets (including any distribution of assets to members on a winding up) may be made to the Company in respect of a Treasury Share. |

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2.18 |
The Company shall be entered in the Register as the holder of the Treasury Shares. However: |

|
(a) |
the Company shall not be treated as a member for any purpose and shall not exercise any right in respect of the Treasury Shares, and any purported exercise of such a right shall be void; |

|
(b) |
a Treasury Share shall not be voted, directly or indirectly, at any meeting of the Company and shall not be counted in determining the total number of issued shares at any given time, whether for the purposes of these Articles or the Act. |

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2.19 |
Nothing in the preceding Article prevents an allotment of Shares as fully paid bonus shares in respect of a Treasury Share and Shares allotted as fully paid bonus shares in respect of a Treasury Share shall be treated as Treasury Shares. |

|
2.20 |
Treasury Shares may be disposed of by the Company in accordance with the Act and otherwise on such terms and conditions as the Directors determine. |

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3 |
Register of Members |

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3.1 |
The Company shall maintain or cause to be maintained the Register of Members in accordance with the Act. |

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3.2 |
The Directors may determine that the Company shall maintain one or more branch registers of Members in accordance with the Act. 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. |

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3.3 |
The title to Shares listed on a Designated Stock Exchange may be evidenced and transferred in accordance with the laws applicable to the rules and regulations of the Designated Stock Exchange and, for these purposes, the Register of Members may be maintained in accordance with section 40B of the Act. |

Annual Return

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3.4 |
The Directors in each calendar year shall prepare or cause to be prepared an annual return and declaration setting forth the particulars required by the Act and shall deliver a copy thereof to the registrar of companies for the Cayman Islands. |

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4 |
Share certificates |

Issue of share certificates

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4.1 |
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. If the Directors resolve that share certificates shall be issued, upon being entered in the register of Members as the holder of a Share, the Directors may issue to any Member: |

|
(a) |
without payment, one certificate for all the Shares of each class held by that Member (and, upon transferring a part of the Member’s holding of Shares of any class, to a certificate for the balance of that holding); and |

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(b) |
upon payment of such reasonable sum as the Directors may determine for every certificate after the first, several certificates each for one or more of that Member’s Shares. |

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4.2 |
Every certificate shall specify the number, class and distinguishing numbers (if any) of the Shares to which it relates and whether they are Fully Paid or partly paid up. A certificate may be executed under seal or executed in such other manner as the Directors determine. |

|
4.3 |
Every certificate shall bear legends required under the Applicable Laws. |

|
4.4 |
The Company shall not be bound to issue more than one certificate for Shares held jointly by several persons and delivery of a certificate for a Share to one joint holder shall be a sufficient delivery to all of them. |

Renewal of lost or damaged share certificates

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4.5 |
If a share certificate is defaced, worn-out, lost or destroyed, it may be renewed on such terms (if any) as to: |

|
(a) |
evidence; |

|
(b) |
indemnity; |

|
(c) |
payment of the expenses reasonably incurred by the Company in investigating the evidence; and |

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(d) |
payment of a reasonable fee, if any, for issuing a replacement share certificate |

as the Directors may determine, and (in the case of defacement or wearing-out) on delivery to the Company of the old certificate.

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5 |
Lien on Shares |

Nature and scope of lien

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5.1 |
The Company has a first and paramount lien on all Shares (whether Fully Paid or not) registered in the name of a Member (whether solely or jointly with others). The lien is for all moneys payable to the Company by the Member or the Member’s estate: |

|
(a) |
either alone or jointly with any other person, whether or not that other person is a Member; and |

|
(b) |
whether or not those moneys are presently payable. |

|
5.2 |
At any time the Directors may declare any Share to be wholly or partly exempt from the provisions of this Article. |

Company may sell Shares to satisfy lien

|
5.3 |
The Company may sell any Shares over which it has a lien if all of the following conditions are met: |

|
(a) |
the sum in respect of which the lien exists is presently payable; |

|
(b) |
the Company gives notice to the Member holding the Share (or to the person entitled to it in consequence of the death or bankruptcy of that Member) demanding payment and stating that if the notice is not complied with the Shares may be sold; and |

|
(c) |
that sum is not paid within fourteen (14) Clear Days after that notice is deemed to be given under these Articles, |

and Shares to which this Article 5.3 applies shall be referred to as Lien Default Shares.

|
5.4 |
The Lien Default Shares may be sold in such manner as the Directors determine. |

|
5.5 |
To the maximum extent permitted by Applicable Law, the Directors shall incur no personal liability to the Member concerned in respect of the sale. |

Authority to execute instrument of transfer

|
5.6 |
To give effect to a sale, the Directors may authorise any person to execute an instrument of transfer of the Lien Default Shares sold to, or in accordance with the directions of, the purchaser. The title of the transferee of the Lien Default Shares shall not be affected by any irregularity or invalidity in the proceedings in respect of the sale. |

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Consequences of sale of Shares to satisfy lien

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5.7 |
On sale pursuant to the preceding Articles: |

|
(a) |
the name of the Member concerned shall be removed from the Register of Members as the holder of those Lien Default Shares; and |

|
(b) |
that person shall deliver to the Company for cancellation the certificate for those Lien Default Shares. |

Despite this, that person shall remain liable to the Company for all monies which, at the date of sale, were presently payable by him to the Company in respect of those Lien Default Shares. That person shall also be liable to pay interest on those monies from the date of sale until payment at the rate at which interest was payable before that sale or, failing that, at the Default Rate. The Board may waive payment wholly or in part or enforce payment without any allowance for the value of the Lien Default Shares at the time of sale or for any consideration received on their disposal.

Application of proceeds of sale

|
5.8 |
The net proceeds of the sale, after payment of the costs, shall be applied in payment of so much of the sum for which the lien exists as is presently payable. Any residue shall be paid to the person whose Lien Default Shares have been sold: |

|
(a) |
if no certificate for the Lien Default Shares was issued, at the date of the sale; or |

|
(b) |
if a certificate for the Lien Default Shares was issued, upon surrender to the Company of that certificate for cancellation |

but, in either case, subject to the Company retaining a like lien for all sums not presently payable as existed on the Lien Default Shares before the sale.

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6 |
Calls on Shares and forfeiture |

Power to make calls and effect of calls

|
6.1 |
Subject to the terms of allotment, the Board may make calls on the Members in respect of any monies unpaid on their Shares including any premium. The call may provide for payment to be by instalments. Subject to receiving at least 14 Clear Days’ notice specifying when and where payment is to be made, each Member shall pay to the Company the amount called on his Shares as required by the notice. |

|
6.2 |
Before receipt by the Company of any sum due under a call, that call may be revoked in whole or in part and payment of a call may be postponed in whole or in part. Where a call is to be paid in instalments, the Company may revoke the call in respect of all or any remaining instalments in whole or in part and may postpone payment of all or any of the remaining instalments in whole or in part. |

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6.3 |
A Member on whom a call is made shall remain liable for that call notwithstanding the subsequent transfer of the Shares in respect of which the call was made. A person shall not be liable for calls made after such person is no longer registered as Member in respect of those Shares. |

Time when call made

|
6.4 |
A call shall be deemed to have been made at the time when the resolution of the Directors authorising the call was passed. |

Liability of joint holders

|
6.5 |
Members registered as the joint holders of a Share shall be jointly and severally liable to pay all calls in respect of the Share. |

Interest on unpaid calls

|
6.6 |
If a call remains unpaid after it has become due and payable the person from whom it is due and payable shall pay interest on the amount unpaid from the day it became due and payable until it is paid: |

|
(a) |
at the rate fixed by the terms of allotment of the Share or in the notice of the call; or |

|
(b) |
if no rate is fixed, at the Default Rate. |

The Directors may waive payment of the interest wholly or in part.

Deemed calls

|
6.7 |
Any amount payable in respect of a Share, whether on allotment or on a fixed date or otherwise, shall be deemed to be payable as a call. If the amount is not paid when due the provisions of these Articles shall apply as if the amount had become due and payable by virtue of a call. |

Power to accept early payment

|
6.8 |
The Company may accept from a Member the whole or a part of the amount remaining unpaid on Shares held by him although no part of that amount has been called up. |

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Power to make different arrangements at time of issue of Shares

|
6.9 |
Subject to the terms of allotment, the Directors may make arrangements on the issue of Shares to distinguish between Members in the amounts and times of payment of calls on their Shares. |

Notice of default

|
6.10 |
If 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: |

|
(a) |
the amount unpaid; |

|
(b) |
any interest which may have accrued; and |

|
(c) |
any expenses which have been incurred by the Company due to that person’s default. |

|
6.11 |
The notice shall state the following: |

|
(a) |
the place where payment is to be made; and |

|
(b) |
a warning that if the notice is not complied with the Shares in respect of which the call is made will be liable to be forfeited. |

Forfeiture or surrender of Shares

|
6.12 |
If the notice given pursuant to Article 6.10 is not complied with, the Directors may, before the payment required by the notice has been received, resolve that any Share the subject of that notice be forfeited. The forfeiture shall include all dividends or other monies payable in respect of the forfeited Share and not paid before the forfeiture. Despite the foregoing, the Board may determine that any Share the subject of that notice be accepted by the Company as surrendered by the Member holding that Share in lieu of forfeiture. |

|
6.13 |
The Directors may accept the surrender for no consideration of any Fully Paid Share. |

Disposal of forfeited or surrendered Share and power to cancel forfeiture or surrender

|
6.14 |
A forfeited or surrendered Share may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the Board determine either to the former Member who held that Share or to any other person. The forfeiture or surrender may be cancelled on such terms as the Directors think fit at any time before a sale, re-allotment or other disposition. Where, for the purposes of its disposal, a forfeited or surrendered Share is to be transferred to any person, the Directors may authorise some person to execute an instrument of transfer of the Share to the transferee. |

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Effect of forfeiture or surrender on former Member

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6.15 |
On forfeiture or surrender: |

|
(a) |
the name of the Member concerned shall be removed from the Register of Members as the holder of those Shares and that person shall cease to be a Member in respect of those Shares; and |

|
(b) |
that person shall surrender to the Company for cancellation the certificate (if any) for the forfeited or surrendered Shares. |

|
6.16 |
Despite the forfeiture or surrender of his Shares, that person shall remain liable to the Company for all monies which at the date of forfeiture or surrender were presently payable by him to the Company in respect of those Shares together with: |

|
(a) |
all expenses; and |

|
(b) |
interest from the date of forfeiture or surrender until payment: |

|
(i) |
at the rate of which interest was payable on those monies before forfeiture; or |

|
(ii) |
if no interest was so payable, at the Default Rate. |

The Directors, however, may waive payment wholly or in part.

Evidence of forfeiture or surrender

|
6.17 |
A declaration, whether statutory or under oath, made by a Director or the Secretary shall be conclusive evidence of the following matters stated in it as against all persons claiming to be entitled to forfeited Shares: |

|
(a) |
that the person making the declaration is a Director or Secretary of the Company, and |

|
(b) |
that the particular Shares have been forfeited or surrendered on a particular date. |

Subject to the execution of an instrument of transfer, if necessary, the declaration shall constitute good title to the Shares.

Sale of forfeited or surrendered Shares

|
6.18 |
Any person to whom the forfeited or surrendered Shares are disposed of shall not be bound to see to the application of the consideration, if any, of those Shares nor shall his title to the Shares be affected by any irregularity in, or invalidity of the proceedings in respect of, the forfeiture, surrender or disposal of those Shares. |

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7 |
Transfer of Shares |

Form of transfer

|
7.1 |
Subject to the following Articles about the transfer of Shares, and provided that such transfer complies with applicable rules of the SEC, the Designated Stock Exchange and federal and state securities laws of the United States, a Member may transfer Shares to another person by completing an instrument of transfer in a common form or in a form prescribed by the Designated Stock Exchange or in any other form approved by the Directors, executed: |

|
(a) |
where the Shares are Fully Paid, by or on behalf of that Member; and |

|
(b) |
where the Shares are partly paid, by or on behalf of that Member and the transferee. |

|
7.2 |
The transferor shall be deemed to remain the holder of a Share until the name of the transferee is entered into the Register of Members. |

Power to refuse registration

|
7.3 |
If the Shares in question were issued in conjunction with rights, options or warrants issued pursuant to Article 2.4 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 option or warrant. |

Power to suspend registration

|
7.4 |
The Directors may suspend registration of the transfer of Shares at such times and for such periods, not exceeding 30 days in any calendar year, as they determine. |

Company may retain instrument of transfer

|
7.5 |
The Company shall be entitled to retain any instrument of transfer which is registered; but an instrument of transfer which the Directors refuse to register shall be returned to the person lodging it when notice of the refusal is given. |

|
8 |
Transmission of Shares |

Persons entitled on death of a Member

|
8.1 |
If a Member dies, the only persons recognised by the Company as having any title to the deceased Members’ interest are the following: |

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(a) |
where the deceased Member was a joint holder, the survivor or survivors; and |

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(b) |
where the deceased Member was a sole holder, that Member’s personal representative or representatives. |

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8.2 |
Nothing in these Articles shall release the deceased Member’s estate from any liability in respect of any Share, whether the deceased was a sole holder or a joint holder. |

Registration of transfer of a Share following death or bankruptcy

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8.3 |
A person becoming entitled to a Share in consequence of the death or bankruptcy of a Member may elect to do either of the following: |

|
(a) |
to become the holder of the Share; or |

|
(b) |
to transfer the Share to another person. |

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8.4 |
That person must produce such evidence of his entitlement as the Directors may properly require. |

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8.5 |
If the person elects to become the holder of the Share, he must give notice to the Company to that effect. For the purposes of these Articles, that notice shall be treated as though it were an executed instrument of transfer. |

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8.6 |
If the person elects to transfer the Share to another person then: |

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(a) |
if the Share is Fully Paid, the transferor must execute an instrument of transfer; and |

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(b) |
if the Share is partly paid, the transferor and the transferee must execute an instrument of transfer. |

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8.7 |
All the Articles relating to the transfer of Shares shall apply to the notice or, as appropriate, the instrument of transfer. |

Indemnity

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8.8 |
A person registered as a Member by reason of the death or bankruptcy of another Member shall indemnify the Company and the Directors against any loss or damage suffered by the Company or the Directors as a result of that registration. |

Rights of person entitled to a Share following death or bankruptcy

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8.9 |
A person becoming entitled to a Share by reason of the death or bankruptcy of a Member shall have the rights to which he would be entitled if he were registered as the holder of the Share. However, until he is registered as Member in respect of the Share, he shall not be entitled to attend or vote at any meeting of the Company or at any separate meeting of the holders of that class of Shares in the Company. |

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9 |
Alteration of capital |

Increasing, consolidating, converting, dividing and cancelling share capital

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9.1 |
To the fullest extent permitted by the Act, the Company may by Ordinary Resolution do any of the following and amend its Memorandum for that purpose: |

|
(a) |
increase its share capital by new Shares of the amount fixed by that Ordinary Resolution and with the attached rights, priorities and privileges set out in that Ordinary Resolution; |

|
(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; |

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(d) |
sub-divide its Shares or any of them into Shares of an amount smaller than that fixed by the Memorandum, so, however, that in the sub-division, the proportion between the amount paid and the amount, if any, unpaid on each reduced Share shall be the same as it was in case of the Share from which the reduced Share is derived; and |

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(e) |
cancel Shares which, at the date of the passing of that 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 or, in the case of Shares without nominal par value, diminish the number of Shares into which its capital is divided. |

Dealing with fractions resulting from consolidation of Shares

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9.2 |
Whenever, as a result of a consolidation of Shares, any Members would become entitled to fractions of a Share the Directors may on behalf of those Members deal with the fractions as it thinks fit, including (without limitation): |

|
(a) |
either round up or down the fraction to the nearest whole number, such rounding to be determined by the Directors acting in their sole discretion; |

|
(b) |
sell the Shares representing the fractions for the best price reasonably obtainable to any person (including, subject to the provisions of the Act, the Company); or |

|
(c) |
distribute the net proceeds in due proportion among those Members. |

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For that purpose, the Directors may authorise some person to execute an instrument of transfer of the Shares to, or in accordance with the directions of, the purchaser. The transferee shall not be bound to see to the application of the purchase money nor shall the transferee’s title to the Shares be affected by any irregularity in, or invalidity of, the proceedings in respect of the sale.

Reducing share capital

|
9.3 |
Subject to the Act and to any rights for the time being conferred on the Members holding a particular class of Shares, the Company may, by Special Resolution, reduce its share capital in any way. |

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10 |
Redemption and purchase of own Shares |

Power to issue redeemable Shares and to purchase own Shares

|
10.1 |
Subject to the Act and Article 35, and to any rights for the time being conferred on the Members holding a particular class of Shares and where applicable, the rules of the Designated Stock Exchange and/or any competent regulatory authority, the Company may by its Directors: |

|
(a) |
issue Shares that are to be redeemed or liable to be redeemed, at the option of the Company or the Member holding those redeemable Shares, on the terms and in the manner its Directors determine before the issue of those Shares; |

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(b) |
with the consent by Special Resolution of the Members holding Shares of a particular class, vary the rights attaching to that class of Shares so as to provide that those Shares are to be redeemed or are liable to be redeemed at the option of the Company on the terms and in the manner which the Directors determine at the time of such variation; and |

|
(c) |
purchase all or any of its own Shares of any class including any redeemable Shares on the terms and in the manner which the Directors determine at the time of such purchase. |

The Company may make a payment in respect of the redemption or purchase of its own Shares in any manner authorised by the Act, including out of any combination of the following: capital, its profits and the proceeds of a fresh issue of Shares.

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10.2 |
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 Article 35.5; |

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(b) |
Certain Ordinary Shares held by the Sponsor shall, following consummation of the IPO, be surrendered by the Sponsor on a pro rata basis for no consideration to the extent that the Over-Allotment Option is not exercised in full so that the Ordinary Shares will at all times represent 25% of the Company’s Public Shares issued in the IPO; and |

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(c) |
Public Shares shall be repurchased by way of tender offer in the circumstances set out in Article 35.5. |

Power to pay for redemption or purchase in cash or in specie

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10.3 |
When making a payment in respect of the redemption or purchase of Shares, the Directors may make the payment in cash or in specie (or partly in one and partly in the other) if so authorised by the terms of the allotment of those Shares, or by the terms applying to those Shares in accordance with Article 10.1, or otherwise by agreement with the Member holding those Shares. |

Effect of redemption or purchase of a Share

|
10.4 |
Upon the date of redemption or purchase of a Share: |

|
(a) |
the Member holding that Share shall cease to be entitled to any rights in respect of the Share other than the right to receive: |

|
(i) |
the price for the Share; and |

|
(ii) |
any dividend declared in respect of the Share prior to the date of redemption or purchase; |

|
(b) |
the Member’s name shall be removed from the Register of Members with respect to the Share; and |

|
(c) |
the Share shall be cancelled or held as a Treasury Share, as the Directors may determine. |

For the purpose of this Article, the date of redemption or purchase is the date when the redemption or purchase falls due.

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10.5 |
For the avoidance of doubt, redemptions and repurchases of Shares in the circumstances described in Articles 10.2(a), 10.2(b) and 10.2(c) above shall not require further approval of the Members. |

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11 |
Meetings of Members |

Power to call meetings

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11.1 |
To the extent required by the Designated Stock Exchange, an annual general meeting of the Company shall be held no later than one year after the first financial year end occurring after the IPO, and shall be held in each year thereafter at such time as determined by the Directors and the Company may, but shall not (unless required by the Act or the rules and regulations of the Designated Stock Exchange) be obliged to, in each year hold any other general meeting. |

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11.2 |
The agenda of the annual general meeting shall be set by the Directors and shall include the presentation of the Company’s annual accounts and the report of the Directors (if any). |

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11.3 |
Annual general meetings shall be held in New York, USA or in such other places as the Directors may determine. |

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11.4 |
All general meetings other than annual general meetings shall be called extraordinary general meetings and the Company shall specify the meeting as such in the notices calling it. |

|
11.5 |
The Directors may call a general meeting at any time. |

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11.6 |
If there are insufficient Directors to constitute a quorum and the remaining Directors are unable to agree on the appointment of additional Directors, the Directors must call a general meeting for the purpose of appointing additional Directors. |

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11.7 |
The Directors must also call a general meeting if requisitioned in the manner set out in the next two Articles. |

|
11.8 |
The requisition must be in writing and given by one or more Members who together hold at least ten per cent (10%) of the rights to vote at such general meeting. |

|
11.9 |
The requisition must also: |

|
(a) |
specify the purpose of the meeting; |

|
(b) |
be signed by or on behalf of each requisitioner (and for this purpose each joint holder shall be obliged to sign). The requisition may consist of several documents in like form signed by one or more of the requisitioners; and |

|
(c) |
be delivered in accordance with the notice provisions. |

|
11.10 |
Should the Directors fail to call a general meeting within 21 Clear Days from the date of receipt of a requisition, the requisitioners or any of them may call a general meeting within three months after the end of that period. |

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11.11 |
Without limitation to the foregoing, if there are insufficient Directors to constitute a quorum and the remaining Directors are unable to agree on the appointment of additional Directors, any one or more Members who together hold at least ten per cent (10%) of the rights to vote at a general meeting may call a general meeting for the purpose of considering the business specified in the notice of meeting which shall include as an item of business the appointment of additional directors. |

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11.12 |
Members seeking to bring business before the annual general meeting or to nominate candidates for election as Directors at the annual general meeting must deliver notice to the principal executive offices of the Company not later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the scheduled date of the annual general meeting. |

Content of notice

|
11.13 |
Notice of a general meeting shall specify each of the following: |

|
(a) |
the place, the date and the hour of the meeting; |

|
(b) |
whether the meeting will be held virtually, at a physical place or both; |

|
(c) |
if the meeting is to be held in any part at a physical place, the address of such place; |

|
(d) |
if the meeting is to be held in two or more places, or in any part virtually, the Electronic Communication Facilities that will be used to facilitate the meeting, including the procedures to be followed by any Member or other participant of the meeting who wishes to utilise such Electronic Communication Facilities for the purposes of attending and participating such meeting; |

|
(e) |
subject to paragraph (f) and the requirements of (to the extent application) the rules and regulations of the Designated Stock Exchange, the general nature of the business to be transacted; and |

|
(f) |
if a resolution is proposed as a Special Resolution, the text of that resolution. |

|
11.14 |
In each notice there shall appear with reasonable prominence the following statements: |

|
(a) |
that a Member who is entitled to attend and vote is entitled to appoint one or more proxies to attend and vote instead of that Member; and |

|
(b) |
that a proxyholder need not be a Member. |

Period of notice

|
11.15 |
At least ten (10) days’ notice of a general meeting must be given to Members, 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 thereat; and |

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(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 at least 90% of the voting rights of all those who have a right to vote at that meeting. |

Persons entitled to receive notice

|
11.16 |
Subject to the provisions of these Articles and to any restrictions imposed on any Shares, the notice shall be given to the following people: |

|
(a) |
the Members; |

|
(b) |
persons entitled to a Share in consequence of the death or bankruptcy of a Member; and |

|
(c) |
the Directors. |

Publication of notice on a website

|
11.17 |
Subject to the Act or the rules of the Designated Stock Exchange, a notice of a general meeting may be published on a website providing the recipient is given separate notice of: |

|
(a) |
the publication of the notice on the website; |

|
(b) |
the place on the website where the notice may be accessed; |

|
(c) |
how it may be accessed; and |

|
(d) |
the place, date and time of the general meeting. |

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11.18 |
If a Member notifies the Company that he is unable for any reason to access the website, the Company must as soon as practicable give notice of the meeting to that Member by any other means permitted by these Articles. This will not affect when that Member is deemed to have received notice of the meeting. |

Time a website notice is deemed to be given

|
11.19 |
A website notice is deemed to be given when the Member is given notice of its publication. |

Required duration of publication on a website

|
11.20 |
Where the notice of meeting is published on a website, it shall continue to be published in the same place on that website from the date of the notification until at least the conclusion of the meeting to which the notice relates. |

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Accidental omission to give notice or non-receipt of notice

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11.21 |
Proceedings at a meeting shall not be invalidated by the following: |

|
(a) |
an accidental failure to give notice of the meeting to any person entitled to notice; or |

|
(b) |
non-receipt of notice of the meeting by any person entitled to notice. |

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11.22 |
In addition, where a notice of meeting is published on a website, proceedings at the meeting shall not be invalidated merely because it is accidentally published: |

|
(a) |
in a different place on the website; or |

|
(b) |
for part only of the period from the date of the notification until the conclusion of the meeting to which the notice relates. |

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12 |
Proceedings at meetings of Members |

Quorum

|
12.1 |
Save as provided in the following Article, no business shall be transacted at any meeting unless a quorum is present in person or by proxy. One or more Members who together hold not less than a majority of the issued and outstanding Shares entitled to attend and vote at such meeting 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. |

Lack of quorum

|
12.2 |
If a quorum is not present at the meeting within fifteen (15) minutes of the time appointed for the meeting, or if at any time during the meeting it becomes inquorate, then the following provisions apply: |

|
(a) |
If the meeting was requisitioned by Members, it shall be cancelled. |

|
(b) |
In any other case, the meeting shall stand adjourned to the same time and place seven days hence, or to such other time or place as is determined by the Directors. If a quorum is not present at the meeting within fifteen (15) minutes of the time appointed for the adjourned meeting, then the Members present in person or by proxy at the meeting shall constitute a quorum. |

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Chairman

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12.3 |
The chairman of a general meeting (including any Virtual Meeting) shall be the chairman of the Board or such other Director as the Directors may determine. Absent any such person being present at the meeting within fifteen (15) minutes of the time appointed for the meeting, the Directors present shall elect one of their number to chair the meeting. The chairman of the meeting shall be entitled to attend and participate at any such general meeting by means of Electronic Communication Facilities, and to act as the chairman of such general meeting, in which event the chairman of the meeting shall be deemed to be present at the meeting. |

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12.4 |
If no Director is present within fifteen (15) minutes of the time appointed for the meeting, or if no Director is willing to act as chairman, the Members present in person or by proxy and entitled to vote shall choose one of their number to chair the meeting. |

Right of a Director to attend and speak

|
12.5 |
Even if a Director is not a Member, he shall be entitled to attend and speak at any general meeting and at any separate meeting of Members holding a particular class of Shares in the Company. |

Use of technology & accommodation of Members at Virtual Meeting

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12.6 |
A Member entitled to receive notice and attend a meeting will be deemed to be in attendance at such meeting despite their attendance being virtual if adequate facilities are available to ensure that the Member is able to: |

|
(a) |
to participate in the business for which the meeting has been convened; and |

|
(b) |
to hear all that happens at the meeting. |

Without limiting the generality of the foregoing, the Directors may determine that any general meeting may be held as a Virtual Meeting.

Adjournment, postponement and cancellation

|
12.7 |
A meeting may be: |

|
(a) |
postponed or cancelled prior to the meeting at the discretion of the Directors by written notice provided to all persons entitled to attend the meeting, unless the meeting was requisitioned by Members or otherwise called by Members pursuant to Article 11; or |

|
(b) |
adjourned, with or without an appointed date for resumption, at any time during the meeting at the discretion of the chairman with the consent of the Members constituting a quorum. |

The chairman must adjourn the meeting if so directed by the Members constituting a quorum at the meeting. No business, however, can be transacted at an adjourned or postponed meeting other than business which might properly have been transacted at the original meeting.

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12.8 |
Should a meeting be adjourned for more than seven (7) Clear Days, whether because of a lack of quorum or otherwise, Members shall be given at least seven (7) Clear Days’ notice of the date, time and place of the adjourned meeting and the general nature of the business to be transacted. Otherwise it shall not be necessary to give any notice of the adjournment. |

Method of voting

|
12.9 |
A resolution put to the vote of the meeting shall be decided on a show of hands unless before, or on the declaration of the result of the show of hands, a poll is duly demanded. A poll may be demanded: |

|
(a) |
by the chairman; or |

|
(b) |
by any Member or Members present who, individually or collectively, hold at least 10% of the voting rights of all those who have a right to vote on the resolution. |

Outcome of vote by show of hands

|
12.10 |
Unless a poll is duly demanded, a declaration by the chairman as to the result of a resolution and an entry to that effect in the minutes of the meeting shall be conclusive evidence of the outcome of a show of hands without proof of the number or proportion of the votes recorded in favour of or against the resolution. |

Withdrawal of demand for a poll

|
12.11 |
The demand for a poll may be withdrawn before the poll is taken, but only with the consent of the chairman. The chairman shall announce any such withdrawal to the meeting and, unless another person forthwith demands a poll, any earlier show of hands on that resolution shall be treated as the vote on that resolution; if there has been no earlier show of hands, then the resolution shall be put to the vote of the meeting. |

Taking of a poll

|
12.12 |
A poll demanded on the question of adjournment shall be taken immediately. |

|
12.13 |
A poll demanded on any other question shall be taken either immediately or at an adjourned meeting at such time and place as the chairman directs, not being more than 30 Clear Days after the poll was demanded. |

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12.14 |
The demand for a poll shall not prevent the meeting continuing to transact any business other than the question on which the poll was demanded. |

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12.15 |
A poll shall be taken in such manner as the chairman directs. He may appoint scrutineers (who need not be Members) and fix a place and time for declaring the result of the poll. If, through the aid of technology, the meeting is held as a Virtual Meeting or in more than one place, the chairman may appoint scrutineers virtually and in more than one place; but if he considers that the poll cannot be effectively monitored at that meeting, the chairman shall adjourn the holding of the poll to a date, place and time when that can occur. |

Chairman’s casting vote

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12.16 |
If the votes on a resolution, whether on a show of hands or on a poll, are equal, the chairman may if he wishes exercise a casting vote. |

Amendments to resolutions

|
12.17 |
An Ordinary Resolution to be proposed at a general meeting may be amended by Ordinary Resolution if: |

|
(a) |
not less than 48 hours before the meeting is to take place (or such later time as the chairman of the meeting may determine), notice of the proposed amendment is given to the Company in writing by a Member entitled to vote at that meeting; and |

|
(b) |
the proposed amendment does not, in the reasonable opinion of the chairman of the meeting, materially alter the scope of the resolution. |

|
12.18 |
A Special Resolution to be proposed at a general meeting may be amended by Ordinary Resolution, if: |

|
(a) |
the chairman of the meeting proposes the amendment at the general meeting at which the resolution is to be proposed, and |

|
(b) |
the amendment does not go beyond what the chairman considers is necessary to correct a grammatical or other non-substantive error in the resolution. |

|
12.19 |
If the chairman of the meeting, acting in good faith, wrongly decides that an amendment to a resolution is out of order, the chairman’s error does not invalidate the vote on that resolution. |

Written resolutions

|
12.20 |
Members may pass a resolution in writing without holding a meeting if the following conditions are met: |

|
(a) |
all Members entitled so to vote are given notice of the resolution as if the same were being proposed at a meeting of Members; |

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(b) |
all Members entitled so to vote: |

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(i) |
sign a document; or |

|
(ii) |
sign several documents in the like form each signed by one or more of those Members; and |

|
(c) |
the signed document or documents is or are delivered to the Company, including, if the Company so nominates, by delivery of an Electronic Record by Electronic means to the address specified for that purpose. |

Such written resolution shall be as effective as if it had been passed at a meeting of the Members entitled to vote duly convened and held.

|
12.21 |
If a written resolution is described as a Special Resolution or as an Ordinary Resolution, it has effect accordingly. |

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12.22 |
The Directors may determine the manner in which written resolutions shall be put to Members. In particular, they may provide, in the form of any written resolution, for each Member to indicate, out of the number of votes the Member would have been entitled to cast at a meeting to consider the resolution, how many votes he wishes to cast in favour of the resolution and how many against the resolution or to be treated as abstentions. The result of any such written resolution shall be determined on the same basis as on a poll. |

Sole-member company

|
12.23 |
If the Company has only one Member, and the Member records in writing his decision on a question, that record shall constitute both the passing of a resolution and the minute of it. |

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13 |
Voting rights of Members |

Right to vote

|
13.1 |
Unless their Shares carry no right to vote, or unless a call or other amount presently payable has not been paid, all Members are entitled to receive notice of, attend and vote at a general meeting, whether on a show of hands or on a poll, and all Members holding Shares of a particular class of Shares are entitled to vote at a meeting of the holders of that class of Shares. |

|
13.2 |
Members may vote in person or by proxy. |

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13.3 |
On a show of hands, every Member shall have one vote. For the avoidance of doubt, an individual who represents two or more Members, including a Member in that individual’s own right, that individual shall be entitled to a separate vote for each Member. |

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13.4 |
On a poll, each holder of Ordinary Shares shall be entitled to one (1) vote for each Ordinary Share he or she holds on any and all matters. |

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13.5 |
A fraction of a Share shall entitle its holder to an equivalent fraction of one (1) vote for each Ordinary Shares. |

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13.6 |
No Member is bound to vote on his Shares or any of them; nor is he bound to vote each of his Shares in the same way. |

Rights of joint holders

|
13.7 |
If Shares are held jointly, only one of the joint holders may vote. If more than one of the joint holders tenders a vote, the vote of the holder whose name in respect of those Shares appears first in the Register of Members shall be accepted to the exclusion of the votes of the other joint holder. |

Representation of corporate Members

|
13.8 |
Save where otherwise provided, a corporate Member must act by a duly authorised representative. |

|
13.9 |
A corporate Member wishing to act by a duly authorised representative must identify that person to the Company by notice in writing . |

|
13.10 |
The authorisation may be for any period of time, and must be delivered to the Company not less than two hours before the commencement of the meeting at which it is first used. |

|
13.11 |
The Directors of the Company may require the production of any evidence which they consider necessary to determine the validity of the notice. |

|
13.12 |
Where a duly authorised representative is present at a meeting that Member is deemed to be present in person; and the acts of the duly authorised representative are personal acts of that Member. |

|
13.13 |
A corporate Member may revoke the appointment of a duly authorised representative at any time by notice to the Company; but such revocation will not affect the validity of any acts carried out by the duly authorised representative before the Directors of the Company had actual notice of the revocation. |

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13.14 |
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)). |

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Member with mental disorder

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13.15 |
A Member in respect of whom an order has been made by any court having jurisdiction (whether in the Cayman Islands or elsewhere) in matters concerning mental disorder may vote, by that Member’s receiver, curator bonis or other person authorised in that behalf appointed by that court. |

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13.16 |
For the purpose of the preceding Article, evidence to the satisfaction of the Directors of the authority of the person claiming to exercise the right to vote must be received not less than 24 hours before holding the relevant meeting or the adjourned meeting in any manner specified for the delivery of forms of appointment of a proxy, whether in writing or by Electronic means. In default, the right to vote shall not be exercisable. |

Objections to admissibility of votes

|
13.17 |
An objection to the validity of a person’s vote may only be raised at the meeting or at the adjourned meeting at which the vote is sought to be tendered. Any objection duly made shall be referred to the chairman whose decision shall be final and conclusive. |

Form of proxy

|
13.18 |
An instrument appointing a proxy shall be in any common form or in any other form approved by the Directors. |

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13.19 |
The instrument must be in writing and signed in one of the following ways: |

|
(a) |
by the Member; or |

|
(b) |
by the Member’s authorised attorney; or |

|
(c) |
if the Member is a corporation or other body corporate, under seal or signed by an authorised officer, secretary or attorney. |

If the Directors so resolve, the Company may accept an Electronic Record of that instrument delivered in the manner specified below and otherwise satisfying the Articles about authentication of Electronic Records.

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13.20 |
The Directors may require the production of any evidence which they consider necessary to determine the validity of any appointment of a proxy. |

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13.21 |
A Member may revoke the appointment of a proxy at any time by notice to the Company duly signed in accordance with the Article above about signing proxies; but such revocation will not affect the validity of any acts carried out by the proxy before the Directors of the Company had actual notice of the revocation. |

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How and when proxy is to be delivered

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13.22 |
Subject to the following Articles, 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 form of appointment of a proxy and any authority under which it is signed (or a copy of the authority certified notarially or in any other way approved by the Directors) must be delivered so that it is received by the Company not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the form of appointment of proxy proposes to vote. They must be delivered in either of the following ways: |

|
(a) |
In the case of an instrument in writing, it must be left at or sent by post: |

|
(i) |
to the registered office of the Company; or |

|
(ii) |
to such other place specified in the notice convening the meeting or in any form of appointment of proxy sent out by the Company in relation to the meeting. |

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(b) |
If, pursuant to the notice provisions, a notice may be given to the Company in an Electronic Record, an Electronic Record of an appointment of a proxy must be sent to the address specified pursuant to those provisions unless another address for that purpose is specified: |

|
(i) |
in the notice convening the meeting; or |

|
(ii) |
in any form of appointment of a proxy sent out by the Company in relation to the meeting; or |

|
(iii) |
in any invitation to appoint a proxy issued by the Company in relation to the meeting. |

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13.23 |
Where a poll is taken: |

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(a) |
if it is taken more than seven Clear Days after it is demanded, the form of appointment of a proxy and any accompanying authority (or an Electronic Record of the same) must be delivered as required under the preceding Article not less than 24 hours before the time appointed for the taking of the poll; |

|
(b) |
but if it to be taken within seven Clear Days after it was demanded, the form of appointment of a proxy and any accompanying authority (or an Electronic Record of the same) must be e delivered as required under the preceding Article not less than two hours before the time appointed for the taking of the poll. |

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13.24 |
If the form of appointment of proxy is not delivered on time, it is invalid. |

Voting by proxy

|
13.25 |
A proxy shall have the same voting rights at a meeting or adjourned meeting as the Member would have had except to the extent that the instrument appointing him limits those rights. Notwithstanding the appointment of a proxy, a Member may attend and vote at a meeting or adjourned meeting. If a Member votes on any resolution a vote by his proxy on the same resolution, unless in respect of different Shares, shall be invalid. |

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14 |
Number of Directors |

Unless otherwise determined by Ordinary Resolution, the minimum number of Directors shall be one and the maximum number shall be ten. There shall be no Directors, however, until the first Director is or the first Directors are appointed by the subscriber or subscribers to the Memorandum.

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15 |
Appointment, disqualification and removal of Directors |

No age limit

|
15.1 |
There is no age limit for Directors save that they must be aged at least 18 years. |

Corporate Directors

|
15.2 |
Unless prohibited by law, a body corporate may be a Director. If a body corporate is a director, the Articles about representation of corporate Members at general meetings apply, mutatis mutandis, to the Articles about Directors’ meetings. |

No shareholding qualification

|
15.3 |
Unless a shareholding qualification for Directors is fixed by Ordinary Resolution, no Director shall be required to own Shares as a condition of his appointment. |

Appointment and removal of Directors

|
15.4 |
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. Immediately prior to the consummation of the IPO, the existing Directors shall by resolution classify themselves as Class I, Class II or Class III Directors. The Class I Directors shall stand elected for a term expiring at the Company’s first annual general meeting, the Class II Directors shall stand elected for a term expiring at the Company’s second annual general meeting and the Class III Directors shall stand elected 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 elected to succeed those Directors whose terms expire shall be elected for a term of office to expire at the third succeeding annual general meeting after their election. All Directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified. |

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15.5 |
Prior to the closing 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. |

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15.6 |
Subject to Article 15.4 and 15.5, a Director may also be appointed by Ordinary Resolution or by the Directors. Any appointment may be to fill a vacancy or as an additional Director. |

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15.7 |
Subject to death, resignation or removal, and with the exception of those Directors appointed prior to the first annual general meeting of the Company, each Director shall serve a term of office that will expire at the third succeeding annual general meeting after their appointment or election. |

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15.8 |
A Director may be removed from office with or without cause by: |

|
(a) |
(following the consummation of the Business Combination but not at any time before) an Ordinary Resolution passed at a meeting of Members called for the purposes of removing the Director or for purposes including the removal of the director; or |

|
(b) |
subject to Article 15.4 and 15.5, a resolution of Directors passed at a meeting of Directors. |

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15.9 |
The Directors shall have power at any time to appoint any person to be a Director who: |

|
(a) |
is recommended as a Director nominee by a majority of the Independent Directors; and |

|
(b) |
is willing to act as a Director, |

either to fill a vacancy or as an additional Director. A Director elected 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 his successor shall have been elected and qualified.

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15.10 |
Notwithstanding the other provisions of these Articles, in any case where, as a result of death, the Company has no Directors and no shareholders, the personal representatives of the last shareholder to have died have the power, by notice in writing to the Company, to appoint a person to be a Director. For the purpose of this Article: |

|
(a) |
where two or more shareholders die in circumstances rendering it uncertain who was the last to die, a younger shareholder is deemed to have survived an older shareholder; |

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(b) |
if the last shareholder died leaving a will which disposes of that shareholder’s shares in the Company (whether by way of specific gift, as part of the residuary estate, or otherwise): |

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(i) |
the expression personal representatives of the last shareholder means: |

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(A) |
until a grant of probate in respect of that will has been obtained from the Grand Court of the Cayman Islands, all of the executors named in that will who are living at the time the power of appointment under this Article is exercised; and |

|
(B) |
after such grant of probate has been obtained, only such of those executors who have proved that will; |

|
(ii) |
without derogating from section 3(1) of the Succession Act (Revised), the executors named in that will may exercise the power of appointment under this Article without first obtaining a grant of probate. |

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15.11 |
A remaining Director may appoint a Director even though there is not a quorum of Directors. |

|
15.12 |
No appointment can cause the number of Directors to exceed the maximum; and any such appointment shall be invalid. |

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15.13 |
For so long as Shares are listed on a Designated Stock Exchange, the Directors shall include at least such number of Independent Directors as Applicable Law or the rules and regulations of the Designated Stock Exchange require, subject to applicable phase-in rules of the Designated Stock Exchange. |

Resignation of Directors

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15.14 |
A Director may at any time resign office by giving to the Company notice in writing or, if permitted pursuant to the notice provisions, in an Electronic Record delivered in either case in accordance with those provisions. |

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15.15 |
Unless the notice specifies a different date, the Director shall be deemed to have resigned on the date that the notice is delivered to the Company. |

Termination of the office of Director

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15.16 |
A Director’s office shall be terminated forthwith if: |

|
(a) |
he is prohibited by the law of the Cayman Islands from acting as a Director; or |

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(b) |
he is made bankrupt or makes an arrangement or composition with his creditors generally; or |

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(c) |
in the opinion of a registered medical practitioner by whom he is being treated he becomes physically or mentally incapable of acting as a Director; or |

|
(d) |
he is made subject to any law relating to mental health or incompetence, whether by court order or otherwise; or |

|
(e) |
without the consent of the other Directors, he is absent from meetings of Directors for a continuous period of six months; or |

|
(f) |
all of the other Directors (being not less than two in number) determine that he 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. |

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16 |
Alternate Directors |

Appointment and removal

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16.1 |
Until the consummation of a Business Combination, a director may not appoint an alternate. Following the consummation of a Business Combination, Articles 16.2 to 16.5 inclusive shall apply. |

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16.2 |
Subject to Article 16.1, any Director may appoint any other person, including another Director, to act in his place as an alternate director. No appointment shall take effect until the Director has given notice of the appointment to the other Directors. Such notice must be given to each other Director by either of the following methods: |

|
(a) |
by notice in writing in accordance with the notice provisions; |

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(b) |
if the other Director has an email address, by emailing to that address a scanned copy of the notice as a PDF attachment (the PDF version being deemed to be the notice unless Article 30.7 applies), in which event notice shall be taken to be given on the date of receipt by the recipient in readable form. For the avoidance of doubt, the same email may be sent to the email address of more than one director (and to the email address of the Company pursuant to Article 16.5(c)). |

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16.3 |
Without limitation to the preceding Article, a Director may appoint an alternate for a particular meeting by sending an email to his fellow Directors informing them that they are to take such email as notice of such appointment for such meeting. Such appointment shall be effective without the need for a signed notice of appointment or the giving of notice to the Company in accordance with Article 16.5. |

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16.4 |
A Director may revoke his appointment of an alternate at any time. No revocation shall take effect until the Director has given notice of the revocation to the other Directors. Such notice must be given by either of the methods specified in Article 16.2. |

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16.5 |
A notice of appointment or removal of an alternate director must also be given to the Company by any of the following methods: |

|
(a) |
by notice in writing in accordance with the notice provisions; |

|
(b) |
if the Company has a facsimile address for the time being, by sending by facsimile transmission to that facsimile address a facsimile copy or, otherwise, by sending by facsimile transmission to the facsimile address of the Company’s registered office a facsimile copy (in either case, the facsimile copy being deemed to be the notice unless Article 30.7 applies), in which event notice shall be taken to be given on the date of an error-free transmission report from the sender’s fax machine; |

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(c) |
if the Company has an email address for the time being, by emailing to that email address a scanned copy of the notice as a PDF attachment or, otherwise, by emailing to the email address provided by the Company’s registered office a scanned copy of the notice as a PDF attachment (in either case, the PDF version being deemed to be the notice unless Article 30.7 applies), in which event notice shall be taken to be given on the date of receipt by the Company or the Company’s registered office (as appropriate) in readable form; or |

|
(d) |
if permitted pursuant to the notice provisions, in some other form of approved Electronic Record delivered in accordance with those provisions in writing. |

Notices

|
16.6 |
All notices of meetings of Directors shall continue to be given to the appointing Director and not to the alternate. |

Rights of alternate director

|
16.7 |
An alternate director shall be entitled to attend and vote at any Board meeting or meeting of a committee of the Directors at which the appointing Director is not personally present, and generally to perform all the functions of the appointing Director in his absence. |

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16.8 |
For the avoidance of doubt: |

|
(a) |
if another Director has been appointed an alternate director for one or more Directors, he shall be entitled to a separate vote in his own right as a Director and in right of each other Director for whom he has been appointed an alternate; and |

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(b) |
if a person other than a Director has been appointed an alternate director for more than one Director, he shall be entitled to a separate vote in right of each Director for whom he has been appointed an alternate. |

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16.9 |
An alternate director, however, is not entitled to receive any remuneration from the Company for services rendered as an alternate director. |

Appointment ceases when the appointor ceases to be a Director

|
16.10 |
An alternate director shall cease to be an alternate director if the director who appointed him ceases to be a Director. |

Status of alternate director

|
16.11 |
An alternate director shall carry out all functions of the Director who made the appointment. |

|
16.12 |
Save where otherwise expressed, an alternate director shall be treated as a Director under these Articles. |

|
16.13 |
An alternate director is not the agent of the Director appointing him. |

|
16.14 |
An alternate director is not entitled to any remuneration for acting as alternate director. |

Status of the Director making the appointment

|
16.15 |
A Director who has appointed an alternate is not thereby relieved from the duties which he owes the Company. |

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17 |
Powers of Directors |

Powers of Directors

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17.1 |
Subject to the provisions of the Act, the Memorandum and these Articles, the business of the Company shall be managed by the Directors who may for that purpose exercise all the powers of the Company. |

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17.2 |
No prior act of the Directors shall be invalidated by any subsequent alteration of the Memorandum or these Articles. However, to the extent allowed by the Act, following the consummation of the IPO, Members may by Special Resolution validate any prior or future act of the Directors which would otherwise be in breach of their duties. |

Appointments to office

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17.3 |
The Directors may appoint a Director: |

|
(a) |
as chairman of the Board; |

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(b) |
as vice-chairman of the Board; |

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(c) |
as managing Director; |

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(d) |
to any other executive office |

for such period and on such terms, including as to remuneration, as they think fit.

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17.4 |
The appointee must consent in writing to holding that office. |

|
17.5 |
Where a chairman is appointed he shall, unless unable to do so, preside at every meeting of Directors. |

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17.6 |
If there is no chairman, or if the chairman is unable to preside at a meeting, that meeting may select its own chairman; or the Directors may nominate one of their number to act in place of the chairman should he ever not be available. |

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17.7 |
Subject to the provisions of the Act, the Directors may also appoint and remove any person, who need not be a Director: |

|
(a) |
as Secretary; and |

|
(b) |
to any office that may be required (including, for the avoidance of doubt, one or more chief executive officers, presidents, a chief financial officer, a treasurer, vice-presidents, one or more assistant vice-presidents, one or more assistant treasurers and one or more assistant secretaries), |

for such period and on such terms, including as to remuneration, as they think fit. In the case of an Officer, that Officer may be given any title the Directors decide.

|
17.8 |
The Secretary or Officer must consent in writing to holding that office. |

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17.9 |
A director, Secretary or other Officer of the Company may not hold the office, or perform the services, of Auditor. |

Remuneration

|
17.10 |
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 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 out of pocket expenses properly incurred by them in connection with activities on behalf of the Company, including identifying and consummating a Business Combination. |

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17.11 |
Remuneration may take any form and may include arrangements to pay pensions, health insurance, death or sickness benefits, whether to the Director or to any other person connected to or related to him. |

|
17.12 |
Unless his fellow Directors determine otherwise, a Director is not accountable to the Company for remuneration or other benefits received from any other company which is in the same group as the Company or which has common shareholdings. |

Disclosure of information

|
17.13 |
The Directors may release or disclose to a third party any information regarding the affairs of the Company, including any information contained in the Register of Members relating to a Member, (and they may authorise any Director, Officer or other authorised agent of the Company to release or disclose to a third party any such information in his possession) if: |

|
(a) |
the Company or that person, as the case may be, is lawfully required to do so under the laws of any jurisdiction to which the Company is subject; or |

|
(b) |
such disclosure is in compliance with the rules of any stock exchange upon which the Company’s shares are listed; or |

|
(c) |
such disclosure is in accordance with any contract entered into by the Company; or |

|
(d) |
the Directors are of the opinion such disclosure would assist or facilitate the Company’s operations. |

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18 |
Delegation of powers |

Power to delegate any of the Directors’ powers to a committee

|
18.1 |
The Directors may delegate any of their powers to any committee consisting of one or more persons who need not be Members. Persons on the committee may include non-directors so long as the majority of those persons are Directors. |

|
18.2 |
The delegation may be collateral with, or to the exclusion of, the Directors’ own powers. |

|
18.3 |
The delegation may be on such terms as the Directors think fit, including provision for the committee itself to delegate to a sub-committee; save that any delegation must be capable of being revoked or altered by the Directors at will. |

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18.4 |
Unless otherwise permitted by the Directors, a committee must follow the procedures prescribed for the taking of decisions by Directors. |

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Power to appoint an agent of the Company

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18.5 |
The Directors may appoint any person, either generally or in respect of any specific matter, to be the agent of the Company with or without authority for that person to delegate all or any of that person’s powers. The Directors may make that appointment: |

|
(a) |
by causing the Company to enter into a power of attorney or agreement; or |

|
(b) |
in any other manner they determine. |

Power to appoint an attorney or authorised signatory of the Company

|
18.6 |
The Directors may appoint any person, whether nominated directly or indirectly by the Directors, to be the attorney or the authorised signatory of the Company. The appointment may be: |

|
(a) |
for any purpose; |

|
(b) |
with the powers, authorities and discretions; |

|
(c) |
for the period; and |

|
(d) |
subject to such conditions |

as they think fit. The powers, authorities and discretions, however, must not exceed those vested in, or exercisable, by the Directors under these Articles. The Directors may do so by power of attorney or any other manner they think fit.

|
18.7 |
Any power of attorney or other appointment may contain such provision for the protection and convenience for persons dealing with the attorney or authorised signatory as the Directors think fit. Any power of attorney or other appointment may also authorise the attorney or authorised signatory to delegate all or any of the powers, authorities and discretions vested in that person. |

Power to appoint a proxy

|
18.8 |
Any Director may appoint any other person, including another director, to represent him at any meeting of the Directors. If a Director appoints a proxy, then for all purposes the presence or vote of the proxy shall be deemed to be that of the appointing Director. |

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18.9 |
Articles 16.1 to 16.5 inclusive (relating to the appointment by Directors of alternate directors) apply, mutatis mutandis, to the appointment of proxies by Directors. |

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18.10 |
A proxy is an agent of the director appointing him and is not an officer of the Company. |

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19 |
Meetings of Directors |

Regulation of Directors’ meetings

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19.1 |
Subject to the provisions of these Articles, the Directors may regulate their proceedings as they think fit. |

Calling meetings

|
19.2 |
Any Director may call a meeting of Directors at any time. The Secretary, if any, must call a meeting of the Directors if requested to do so by a Director. |

Notice of meetings

|
19.3 |
Every Directors shall be given notice of a meeting, although a Director may waive retrospectively the requirement to be given notice. Notice may be oral. Attendance at a meeting without written objection shall be deemed to be a waiver of such notice requirement. |

Period of notice

|
19.4 |
At least five Clear Days’ notice of a meeting of Directors must be given to Directors. A meeting may be convened on shorter notice with the consent of all Directors. |

Use of technology

|
19.5 |
A Director may participate in a meeting of Directors through the medium of conference telephone, video or any other form of communications equipment providing all persons participating in the meeting are able to hear and speak to each other throughout the meeting. |

|
19.6 |
A Director participating in this way is deemed to be present in person at the meeting. |

Place of meetings

|
19.7 |
If all the Directors participating in a meeting are not in the same place, they may decide that the meeting is to be treated as taking place wherever any of them is. |

Quorum

|
19.8 |
The quorum for the transaction of business at a meeting of Directors shall be two unless the Directors fix some other number or unless the Company has only one Director. |

Voting

|
19.9 |
A question which arises at a Board meeting shall be decided by a majority of votes. If votes are equal the chairman may, if he wishes, exercise a casting vote. |

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Validity

|
19.10 |
Anything done at a meeting of Directors is unaffected by the fact that it is later discovered that any person was not properly appointed, or had ceased to be a Director, or was otherwise not entitled to vote. |

Recording of dissent

|
19.11 |
A Director present at a meeting of Directors shall be presumed to have assented to any action taken at that meeting unless: |

|
(a) |
his dissent is entered in the minutes of the meeting; or |

|
(b) |
he has filed with the meeting before it is concluded signed dissent from that action; or |

|
(c) |
he has forwarded to the Company as soon as practical following the conclusion of that meeting signed dissent. |

A Director who votes in favour of an action is not entitled to record his dissent to it.

Written resolutions

|
19.12 |
The Directors may pass a resolution in writing without holding a meeting if all Directors sign a document or sign several documents in the like form each signed by one or more of those Directors. |

|
19.13 |
Despite the foregoing, a resolution in writing signed by a validly appointed alternate director or by a validly appointed proxy need not also be signed by the appointing Directors. If a written resolution is signed personally by the appointing director, it need not also be signed by his alternate or proxy. |

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19.14 |
Such written resolution shall be as effective as if it had been passed at a meeting of the Directors duly convened and held; and it shall be treated as having been passed on the day and at the time that the last Director signs. |

Sole director’s minute

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19.15 |
Where a sole director signs a minute recording his decision on a question, that record shall constitute the passing of a resolution in those terms. |

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20 |
Permissible Directors’ interests and disclosure |

Permissible interests subject to disclosure

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20.1 |
Save as expressly permitted by these Articles or as set out below, a director may not have a direct or indirect interest or duty which conflicts or may possibly conflict with the interests of the Company. |

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20.2 |
If, notwithstanding the prohibition in the preceding Article, a Director discloses to his fellow Directors the nature and extent of any material interest or duty in accordance with the next Article, he may: |

|
(a) |
be a party to, or otherwise interested in, any transaction or arrangement with the Company or in which the Company is or may otherwise be interested; or |

|
(b) |
be interested in another body corporate promoted by the Company or in which the Company is otherwise interested. In particular, the director may be a director, secretary or officer of, or employed by, or be a party to any transaction or arrangement with, or otherwise interested in, that other body corporate. |

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20.3 |
Such disclosure may be made at a meeting of the Board or otherwise (and, if otherwise, it must be made in writing). The director must disclose the nature and extent of his direct or indirect interest in or duty in relation to a transaction or arrangement or series of transactions or arrangements with the Company or in which the Company has any material interest. |

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20.4 |
If a director has made disclosure in accordance with the preceding Article, then he shall not, by reason only of his office, be accountable to the Company for any benefit that he derives from any such transaction or arrangement or from any such office or employment or from any interest in any such body corporate, and no such transaction or arrangement shall be liable to be avoided on the ground of any such interest or benefit. |

Notification of interests

|
20.5 |
For the purposes of the preceding Articles: |

|
(a) |
a general notice that a director gives to the other Directors that he is to be regarded as having an interest of the nature and extent specified in the notice in any transaction or arrangement in which a specified person or class of persons is interested shall be deemed to be a disclosure that he has an interest in or duty in relation to any such transaction of the nature and extent so specified; and |

|
(b) |
an interest of which a director has no knowledge and of which it is unreasonable to expect him to have knowledge shall not be treated as an interest of his. |

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Voting where a director is interested in a matter

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20.6 |
A director may vote at a meeting of Directors on any resolution concerning a matter in which that director has an interest or duty, whether directly or indirectly, so long as that director discloses any material interest pursuant to these Articles. The director shall be counted towards a quorum of those present at the meeting. If the director votes on the resolution, his vote shall be counted. |

|
20.7 |
Where proposals are under consideration concerning the appointment of two or more Directors to offices or employment with the Company or any body corporate in which the Company is interested, the proposals may be divided and considered in relation to each director separately and each of the Directors concerned shall be entitled to vote and be counted in the quorum in respect of each resolution except that concerning his or her own appointment. |

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21 |
Minutes |

The Company shall cause minutes to be made in books kept for the purpose in accordance with the Act.

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22 |
Accounts and audit |

Accounting and other records

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22.1 |
The Directors must ensure that proper accounting and other records are kept, and that accounts and associated reports are distributed in accordance with the requirements of the Act. |

No automatic right of inspection

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22.2 |
Members are only entitled to inspect the Company’s records if they are expressly entitled to do so by law, or by resolution made by the Directors or passed by Ordinary Resolution. |

Sending of accounts and reports

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22.3 |
The Company’s accounts and associated Directors’ report or auditor’s report that are required or permitted to be sent to any person pursuant to any law shall be treated as properly sent to that person if: |

|
(a) |
they are sent to that person in accordance with the notice provisions: or |

|
(b) |
they are published on a website providing that person is given separate notice of: |

|
(i) |
the fact that publication of the documents has been published on the website; |

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(ii) |
the address of the website; and |

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(iii) |
the place on the website where the documents may be accessed; and |

|
(iv) |
how they may be accessed. |

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22.4 |
If, for any reason, a person notifies the Company that he is unable to access the website, the Company must, as soon as practicable, send the documents to that person by any other means permitted by these Articles. This, however, will not affect when that person is taken to have received the documents under the next Article. |

Time of receipt if documents are published on a website

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22.5 |
Documents sent by being published on a website in accordance with the preceding two Articles are only treated as sent at least five Clear Days before the date of the meeting at which they are to be laid if: |

|
(a) |
the documents are published on the website throughout a period beginning at least five Clear Days before the date of the meeting and ending with the conclusion of the meeting; and |

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(b) |
the person is given at least five Clear Days’ notice of the hearing. |

Validity despite accidental error in publication on website

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22.6 |
If, for the purpose of a meeting, documents are sent by being published on a website in accordance with the preceding Articles, the proceedings at that meeting are not invalidated merely because: |

|
(a) |
those documents are, by accident, published in a different place on the website to the place notified; or |

|
(b) |
they are published for part only of the period from the date of notification until the conclusion of that meeting. |

Audit

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22.7 |
The Directors may appoint an Auditor of the Company who shall hold office on such terms as the Directors determine. |

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22.8 |
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 Designated Stock Exchange, 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 SEC and the Designated Stock Exchange. The Audit Committee shall meet at least once every financial quarter, or more frequently as circumstances dictate. |

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22.9 |
If the Shares 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. |

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22.10 |
The remuneration of the Auditor shall be fixed by the Audit Committee (if one exists). |

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22.11 |
If the office of Auditor becomes vacant by resignation or death of the Auditor, or by his becoming incapable of acting by reason of illness or other disability at a time when his services are required, the Directors shall fill the vacancy and determine the remuneration of such Auditor. |

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22.12 |
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 of the Company such information and explanation as may be necessary for the performance of the duties of the Auditor. |

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22.13 |
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. |

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23 |
Financial year |

Unless the Directors otherwise specify, the financial year of the Company:

|
(a) |
shall end on 28 February in the year of its incorporation and each following year (in the case of a leap year, the financial year of the Company shall end on 29 February); and |

|
(b) |
shall begin when it was incorporated and on 1 March each following year. |

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24 |
Record dates |

Except to the extent of any conflicting rights attached to Shares, the Directors may fix any time and date as the record date for:

|
(a) |
calling a general meeting; |

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(b) |
declaring or paying a dividend; |

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(c) |
making or issuing an allotment of Shares; or |

|
(d) |
conducting any other business required pursuant to these Articles. |

The record date may be before or after the date on which a dividend, allotment or issue is declared, paid or made.

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25 |
Dividends |

Declaration of dividends by Members

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25.1 |
Subject to the provisions of the Act, the Company may by Ordinary Resolution declare dividends in accordance with the respective rights of the Members but no dividend shall exceed the amount recommended by the Directors. |

Payment of interim dividends and declaration of final dividends by Directors

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25.2 |
The Directors may pay interim dividends or declare final dividends in accordance with the respective rights of the Members if it appears to them that they are justified by the financial position of the Company and that such dividends may lawfully be paid. |

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25.3 |
Subject to the provisions of the Act, in relation to the distinction between interim dividends and final dividends, the following applies: |

|
(a) |
Upon determination to pay a dividend or dividends described as interim by the Directors in the dividend resolution, no debt shall be created by the declaration until such time as payment is made. |

|
(b) |
Upon declaration of a dividend or dividends described as final by the Directors in the dividend resolution, a debt shall be created immediately following the declaration, the due date to be the date the dividend is stated to be payable in the resolution. |

If the resolution fails to specify whether a dividend is final or interim, it shall be assumed to be interim.

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25.4 |
In relation to Shares carrying differing rights to dividends or rights to dividends at a fixed rate, the following applies: |

|
(a) |
If the share capital is divided into different classes, the Directors may pay dividends on Shares which confer deferred or non-preferred rights with regard to dividends as well as on Shares which confer preferential rights with regard to dividends but no dividend shall be paid on Shares carrying deferred or non-preferred rights if, at the time of payment, any preferential dividend is in arrears. |

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(b) |
The Directors may also pay, at intervals settled by them, any dividend payable at a fixed rate if it appears to them that there are sufficient funds of the Company lawfully available for distribution to justify the payment. |

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(c) |
If the Directors act in good faith, they shall not incur any liability to the Members holding Shares conferring preferred rights for any loss those Members may suffer by the lawful payment of the dividend on any Shares having deferred or non-preferred rights. |

Apportionment of dividends

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25.5 |
Except as otherwise provided by the rights attached to Shares, all dividends shall be declared and paid according to the amounts paid up on the Shares on which the dividend is paid. All dividends shall be apportioned and paid proportionately to the amount paid up on the Shares during the time or part of the time in respect of which the dividend is paid. If a Share is issued on terms providing that it shall rank for dividend as from a particular date, that Share shall rank for dividend accordingly. |

Right of set off

|
25.6 |
The Directors may deduct from a dividend or any other amount payable to a person in respect of a Share any amount due by that person to the Company on a call or otherwise in relation to a Share. |

Power to pay other than in cash

|
25.7 |
If the Directors so determine, any resolution declaring a dividend may direct that it shall be satisfied wholly or partly by the distribution of assets. If a difficulty arises in relation to the distribution, the Directors may settle that difficulty in any way they consider appropriate. For example, they may do any one or more of the following: |

|
(a) |
issue fractional Shares; |

|
(b) |
fix the value of assets for distribution and make cash payments to some Members on the footing of the value so fixed in order to adjust the rights of Members; and |

|
(c) |
vest some assets in trustees. |

How payments may be made

|
25.8 |
A dividend or other monies payable on or in respect of a Share may be paid in any of the following ways: |

|
(a) |
if the Member holding that Share or other person entitled to that Share nominates a bank account for that purpose - by wire transfer to that bank account; or |

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(b) |
by cheque or warrant sent by post to the registered address of the Member holding that Share or other person entitled to that Share. |

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25.9 |
For the purpose of paragraph (a) of the preceding Article, the nomination may be in writing or in an Electronic Record and the bank account nominated may be the bank account of another person. For the purpose of paragraph (b) of the preceding Article, subject to any applicable law or regulation, the cheque or warrant shall be made to the order of the Member holding that Share or other person entitled to the Share or to his nominee, whether nominated in writing or in an Electronic Record, and payment of the cheque or warrant shall be a good discharge to the Company. |

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25.10 |
If two or more persons are registered as the holders of the Share or are jointly entitled to it by reason of the death or bankruptcy of the registered holder ( Joint Holders ), a dividend (or other amount) payable on or in respect of that Share may be paid as follows: |

|
(a) |
to the registered address of the Joint Holder of the Share who is named first on the Register of Members or to the registered address of the deceased or bankrupt holder, as the case may be; or |

|
(b) |
to the address or bank account of another person nominated by the Joint Holders, whether that nomination is in writing or in an Electronic Record. |

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25.11 |
Any Joint Holder of a Share may give a valid receipt for a dividend (or other amount) payable in respect of that Share. |

Dividends or other moneys not to bear interest in absence of special rights

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25.12 |
Unless provided for by the rights attached to a Share, no dividend or other monies payable by the Company in respect of a Share shall bear interest. |

Dividends unable to be paid or unclaimed

|
25.13 |
If a dividend cannot be paid to a Member or remains unclaimed within six weeks after it was declared or both, the Directors may pay it into a separate account in the Company’s name. If a dividend is paid into a separate account, the Company shall not be constituted trustee in respect of that account and the dividend shall remain a debt due to the Member. |

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25.14 |
A dividend that remains unclaimed for a period of six years after it became due for payment shall be forfeited to, and shall cease to remain owing by, the Company. |

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26 |
Capitalisation of profits |

Capitalisation of profits or of any share premium account or capital redemption reserve

|
26.1 |
The Directors may resolve to capitalise: |

|
(a) |
any part of the Company’s profits not required for paying any preferential dividend (whether or not those profits are available for distribution); or |

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(b) |
any sum standing to the credit of the Company’s share premium account or capital redemption reserve, if any. |

The amount resolved to be capitalised must be appropriated to the Members who would have been entitled to it had it been distributed by way of dividend and in the same proportions. The benefit to each Member so entitled must be given in either or both of the following ways:

|
(a) |
by paying up the amounts unpaid on that Member’s Shares; |

|
(b) |
by issuing Fully Paid Shares, debentures or other securities of the Company to that Member or as that Member directs. The Directors may resolve that any Shares issued to the Member in respect of partly paid Shares ( Original Shares ) rank for dividend only to the extent that the Original Shares rank for dividend while those Original Shares remain partly paid. |

Applying an amount for the benefit of members

|
26.2 |
The amount capitalised must be applied to the benefit of Members in the proportions to which the Members would have been entitled to dividends if the amount capitalised had been distributed as a dividend. |

|
26.3 |
Subject to the Act, if a fraction of a Share, a debenture, or other security is allocated to a Member, the Directors may issue a fractional certificate to that Member or pay him the cash equivalent of the fraction. |

|
27 |
Share premium account |

Directors to maintain share premium account

|
27.1 |
The Directors shall establish a share premium account in accordance with the Act. They shall carry to the credit of that account from time to time an amount equal to the amount or value of the premium paid on the issue of any Share or capital contributed or such other amounts required by the Act. |

Debits to share premium account

|
27.2 |
The following amounts shall be debited to any share premium account: |

|
(a) |
on the redemption or purchase of a Share, the difference between the nominal value of that Share and the redemption or purchase price; and |

|
(b) |
any other amount paid out of a share premium account as permitted by the Act. |

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27.3 |
Notwithstanding the preceding Article, on the redemption or purchase of a Share, the Directors may pay the difference between the nominal value of that Share and the redemption purchase price out of the profits of the Company or, as permitted by the Act, out of capital. |

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28 |
Seal |

Company seal

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28.1 |
The Company may have a seal if the Directors so determine. |

Duplicate seal

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28.2 |
Subject to the provisions of the Act, the Company may also have a duplicate seal or seals for use in any place or places outside the Cayman Islands. Each duplicate seal shall be a facsimile of the original seal of the Company. However, if the Directors so determine, a duplicate seal shall have added on its face the name of the place where it is to be used. |

When and how seal is to be used

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28.3 |
A seal may only be used by the authority of the Directors. Unless the Directors otherwise determine, a document to which a seal is affixed must be signed in one of the following ways: |

|
(a) |
by a director (or his alternate) or any Officer to which authority has been delegated by resolution duly adopted by the Directors; or |

|
(b) |
by a single director (or his alternate). |

If no seal is adopted or used

|
28.4 |
If the Directors do not adopt a seal, or a seal is not used, a document may be executed in the following manner: |

|
(a) |
by a director (or his alternate) and the Secretary; or |

|
(b) |
by a single director (or his alternate); or |

|
(c) |
in any other manner permitted by the Act. |

Power to allow non-manual signatures and facsimile printing of seal

|
28.5 |
The Directors may determine that either or both of the following applies: |

|
(a) |
that the seal or a duplicate seal need not be affixed manually but may be affixed by some other method or system of reproduction; |

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(b) |
that a signature required by these Articles need not be manual but may be a mechanical or Electronic Signature. |

Validity of execution

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28.6 |
If a document is duly executed and delivered by or on behalf of the Company, it shall not be regarded as invalid merely because, at the date of the delivery, the Secretary, or the director, or other Officer or person who signed the document or affixed the seal for and on behalf of the Company ceased to be the Secretary or hold that office and authority on behalf of the Company. |

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29 |
Indemnity |

Indemnity

|
29.1 |
To the maximum extent permitted by Applicable Law, the Company shall indemnify each existing or former Director (including alternate director), Secretary and other Officer of the Company (including an investment adviser or an administrator or liquidator) and their personal representatives against: |

|
(a) |
all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by the existing or former Director (including alternate director), Secretary and Officer in or about the conduct of the Company’s business or affairs or in the execution or discharge of the existing or former Director’s (including alternate director’s), Secretary’s and Officer’s duties, powers, authorities or discretions; and |

|
(b) |
without limitation to paragraph (a), all costs, expenses, losses or liabilities incurred by the existing or former Director (including alternate director), Secretary or Officer in defending (whether successfully or otherwise) any civil, criminal, administrative or investigative proceedings (whether threatened, pending or completed) concerning the Company or its affairs in any court or tribunal, whether in the Cayman Islands or elsewhere. |

No such existing or former Director (including alternate director), Secretary or Officer, however, shall be indemnified in respect of any matter arising out of his own dishonesty, actual fraud, wilful default or wilful neglect.

|
29.2 |
To the extent permitted by Applicable Law, the Company may make a payment, or agree to make a payment, whether by way of advance, loan or otherwise, for any legal costs incurred by an existing or former Director (including alternate director), Secretary or Officer of the Company in respect of any matter identified in paragraph (a) or paragraph (b) of the preceding Article on condition that the Director (including alternate director), Secretary or Officer must repay the amount paid by the Company to the extent that it is ultimately found not liable to indemnify the Director (including alternate director), Secretary or that Officer for those legal costs. |

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Release

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29.3 |
To the extent permitted by Applicable Law, the Company may by Special Resolution release any existing or former Director (including alternate director), Secretary or other Officer of the Company from liability for any loss or damage or right to compensation which may arise out of or in connection with the execution or discharge of the duties, powers, authorities or discretions of his office; but there may be no release from liability arising out of or in connection with that person’s own dishonesty, actual fraud, wilful default or wilful neglect. |

Insurance

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29.4 |
To the extent permitted by Applicable Law, the Company may pay, or agree to pay, a premium in respect of a contract insuring each of the following persons against risks determined by the Directors, other than liability arising out of that person’s own dishonesty, fraud, wilful default and wilful neglect: |

|
(a) |
an existing or former director (including alternate director), Secretary or Officer or auditor of: |

|
(i) |
the Company; |

|
(ii) |
a company which is or was a subsidiary of the Company; |

|
(iii) |
a company in which the Company has or had an interest (whether direct or indirect); and |

|
(b) |
a trustee of an employee or retirement benefits scheme or other trust in which any of the persons referred to in paragraph (a) is or was interested. |

Form of notices

|
29.5 |
Save where these Articles provide otherwise, any notice to be given to or by any person pursuant to these Articles shall be: |

|
(a) |
in writing signed by or on behalf of the giver in the manner set out below for written notices; or |

|
(b) |
subject to the next Article, in an Electronic Record signed by or on behalf of the giver by Electronic Signature and authenticated in accordance with Articles about authentication of Electronic Records; or |

|
(c) |
where these Articles expressly permit, by the Company by means of a website. |

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Electronic communications

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29.6 |
Without limitation to Articles 16.1 to 16.5 inclusive (relating to the appointment and removal by Directors of alternate Directors) and to Articles 18.8 to 18.10 inclusive (relating to the appointment by Directors of proxies), a notice may only be given to the Company in an Electronic Record if: |

|
(a) |
the Directors so resolve or otherwise accept the notice; or |

|
(b) |
any Director of Officer provides the given of the notice an electronic address to which the notice may be sent and a notice is sent to that address within a reasonable period of time. |

If the resolution is revoked or varied, the revocation or variation shall only become effective when its terms have been similarly notified.

|
29.7 |
A notice may not be given by Electronic Record to a person other than the Company unless the recipient has notified the giver of an Electronic address to which notice may be sent. |

Persons authorised to give notices

|
29.8 |
A notice by either the Company or a Member pursuant to these Articles may be given on behalf of the Company or a Member by a director or company secretary of the Company or a Member. |

Delivery of written notices

|
29.9 |
Save where these Articles provide otherwise, a notice in writing may be given personally to the recipient, or left at (as appropriate) the Member’s or director’s registered address or the Company’s registered office, or posted to that registered address or registered office. |

Joint holders

|
29.10 |
Where Members are joint holders of a Share, all notices shall be given to the Member whose name first appears in the Register of Members. |

Signatures

|
29.11 |
A written notice shall be signed when it is autographed by or on behalf of the giver, or is marked in such a way as to indicate its execution or adoption by the giver. |

|
29.12 |
An Electronic Record may be signed by an Electronic Signature. |

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Evidence of transmission

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29.13 |
A notice given by Electronic Record shall be deemed sent if an Electronic Record is kept demonstrating the time, date and content of the transmission, and if no notification of failure to transmit is received by the giver. |

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29.14 |
A notice given in writing shall be deemed sent if the giver can provide proof that the envelope containing the notice was properly addressed, pre-paid and posted, or that the written notice was otherwise properly transmitted to the recipient. |

Giving notice to a deceased or bankrupt Member

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29.15 |
A notice may be given by the Company to the persons entitled to a Share in consequence of the death or bankruptcy of a Member by sending or delivering it, in any manner authorised by these Articles for the giving of notice to a Member, 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, if any, supplied for that purpose by the persons claiming to be so entitled. |

|
29.16 |
Until such an address has been supplied, a notice may be given in any manner in which it might have been given if the death or bankruptcy had not occurred. |

Date of giving notices

|
29.17 |
A notice is given on the date identified in the following table. |

|
Method for giving notices |
When taken to be given |

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Personally |
At the time and date of delivery |

|
By leaving it at the member’s registered address |
At the time and date it was left |

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By posting it by prepaid post to the street or postal address of that recipient |
48 hours after the date it was posted |

|
By Electronic Record (other than publication on a website), to recipient’s Electronic address |
Within 24 hours after it was sent |

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By publication on a website |

See the Articles about the time when notice of a meeting of Members or accounts and reports, as the case may be, are published on a website
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Saving provision

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29.18 |
None of the preceding notice provisions shall derogate from the Articles about the delivery of written resolutions of Directors and written resolutions of Members. |

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30 |
Authentication of Electronic Records |

Application of Articles

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30.1 |
Without limitation to any other provision of these Articles, any notice, written resolution or other document under these Articles that is sent by Electronic means by a Member, or by the Secretary, or by a director or other Officer of the Company, shall be deemed to be authentic if either Article 30.2 or Article 30.4 applies. |

Authentication of documents sent by Members by Electronic means

|
30.2 |
An Electronic Record of a notice, written resolution or other document sent by Electronic means by or on behalf of one or more Members shall be deemed to be authentic if the following conditions are satisfied: |

|
(a) |
the Member or each Member, as the case may be, signed the original document, and for this purpose Original Document includes several documents in like form signed by one or more of those Members; and |

|
(b) |
the Electronic Record of the Original Document was sent by Electronic means by, or at the direction of, that Member to an address specified in accordance with these Articles for the purpose for which it was sent; and |

|
(c) |
Article 30.7 does not apply. |

|
30.3 |
For example, where a sole Member signs a resolution and sends the Electronic Record of the original resolution, or causes it to be sent, by facsimile transmission to the address in these Articles specified for that purpose, the facsimile copy shall be deemed to be the written resolution of that Member unless Article 30.7 applies. |

Authentication of document sent by the Secretary or Officers of the Company by Electronic means

|
30.4 |
An Electronic Record of a notice, written resolution or other document sent by or on behalf of the Secretary or an Officer or Officers of the Company shall be deemed to be authentic if the following conditions are satisfied: |

|
(a) |
the Secretary or the Officer or each Officer, as the case may be, signed the original document, and for this purpose Original Document includes several documents in like form signed by the Secretary or one or more of those Officers; and |

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(b) |
the Electronic Record of the Original Document was sent by Electronic means by, or at the direction of, the Secretary or that Officer to an address specified in accordance with these Articles for the purpose for which it was sent; and |

|
(c) |
Article 30.7 does not apply. |

This Article applies whether the document is sent by or on behalf of the Secretary or Officer in his own right or as a representative of the Company.

|
30.5 |
For example, where a sole director signs a resolution and scans the resolution, or causes it to be scanned, as a PDF version which is attached to an email sent to the address in these Articles specified for that purpose, the PDF version shall be deemed to be the written resolution of that director unless Article 30.7 applies. |

Manner of signing

|
30.6 |
For the purposes of these Articles about the authentication of Electronic Records, a document will be taken to be signed if it is signed manually or in any other manner permitted by these Articles. |

Saving provision

|
30.7 |
A notice, written resolution or other document under these Articles will not be deemed to be authentic if the recipient, acting reasonably: |

|
(a) |
believes that the signature of the signatory has been altered after the signatory had signed the original document; or |

|
(b) |
believes that the original document, or the Electronic Record of it, was altered, without the approval of the signatory, after the signatory signed the original document; or |

|
(c) |
otherwise doubts the authenticity of the Electronic Record of the document |

and the recipient promptly gives notice to the sender setting the grounds of its objection. If the recipient invokes this Article, the sender may seek to establish the authenticity of the Electronic Record in any way the sender thinks fit.

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31 |
Transfer by way of continuation |

|
31.1 |
The Company may, by Special Resolution, resolve to be registered by way of continuation in a jurisdiction outside: |

|
(a) |
the Cayman Islands; or |

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(b) |
such other jurisdiction in which it is, for the time being, incorporated, registered or existing. |

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31.2 |
To give effect to any resolution made pursuant to the preceding Article, the Directors may cause the following: |

|
(a) |
an application be made to the Registrar of Companies to deregister the Company in the Cayman Islands or in the other jurisdiction in which it is for the time being incorporated, registered or existing; and |

|
(b) |
all such further steps as they consider appropriate to be taken to effect the transfer by way of continuation of the Company. |

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32 |
Winding up |

Distribution of assets in specie

|
32.1 |
If the Company is wound up, the Members may, subject to these Articles and any other sanction required by the Act, pass a Special Resolution allowing the liquidator to do either or both of the following: |

|
(a) |
to divide in specie among the Members the whole or any part of the assets of the Company and, for that purpose, to value any assets and to determine how the division shall be carried out as between the Members or different classes of Members; |

|
(b) |
to vest the whole or any part of the assets in trustees for the benefit of Members and those liable to contribute to the winding up. |

No obligation to accept liability

|
32.2 |
No Member shall be compelled to accept any assets if an obligation attaches to them. |

The Directors are authorised to present a winding up petition

|
32.3 |
The Directors have the authority to present a petition for the winding up of the Company to the Grand Court of the Cayman Islands on behalf of the Company without the sanction of a resolution passed at a general meeting. |

|
33 |
Amendment of Memorandum and Articles |

Power to change name or amend Memorandum

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33.1 |
Subject to the Act and Article 33.2, the Company may, by Special Resolution: |

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(a) |
change its name; or |

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(b) |
change the provisions of its Memorandum with respect to its objects, powers or any other matter specified in the Memorandum. |

Power to amend these Articles

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33.2 |
Subject to the Act and as provided in these Articles, the Company may, by Special Resolution, amend these Articles in whole or in part, save that no amendment may be made to the Memorandum or Articles to amend: |

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(a) |
Article 35 prior to the Business Combination unless the holders of the Public Shares are provided with the opportunity to redeem their Public Shares upon the approval of any such amendment in the manner and for the price as set out in Article 35.11; or |

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(b) |
this Article 33.2 during the Target Business Acquisition Period; |

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34 |
Mergers and Consolidations |

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

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35 |
Business Combination |

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35.1 |
Articles 35.1 to 35.11 shall terminate upon consummation of any Business Combination. |

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35.2 |
The Company has until 12 months from the consummation of the IPO to consummate a Business Combination, provided however that if the Board of Directors anticipates that the Company may not be able to consummate a Business Combination within 12 months of the consummation of the IPO, the Company may, by Special Resolution extend such date by which the Company must consummate a Business Combination by amending this Article in accordance with Article 35.11. In the event that the Company does not consummate a Business Combination within 12 months from the consummation of the IPO (such date being referred to as the Termination Date ), such failure shall trigger an automatic redemption of the Public Shares (an Automatic Redemption Event ) and the Directors of the Company shall take all such action necessary to (i) cease all operations except for the purpose of winding up (ii) as promptly as reasonably possible but no more than ten (10) Business Days thereafter to redeem the Public Shares to the holders of Public Shares, on a pro rata basis, in cash at a per-share amount equal to the applicable Per-Share Redemption Price, including a pro rata portion of any interest earned on the funds held in the trust account and not previously released to us or necessary to pay our taxes; and (iii) as promptly as reasonably possible following such Automatic Redemption Event, subject to the approval of our remaining Members and our Directors, liquidate and dissolve the Company, subject to the Company’s obligations under the Act to provide for claims of creditors and the requirements of other applicable law. In the event of an Automatic Redemption Event, only the holders of Public Shares shall be entitled to receive pro rata redeeming distributions from the Trust Account with respect to their Public Shares. |

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35.3 |
Unless a shareholder vote is required by law or the rules of the Designated Stock Exchange, or, at the sole discretion of the Directors, the Directors determine to hold a shareholder vote for business or other reasons, the Company may enter into a Business Combination without submitting such Business Combination to its Members for approval. |

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35.4 |
Although not required, in the event that a shareholder vote is held, and a majority of the votes of the Shares entitled to vote thereon which were present at the meeting to approve the Business Combination are voted for the approval of such Business Combination, the Company shall be authorised to consummate the Business Combination. |

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35.5 |
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(a) |
In the event that a Business Combination is consummated by the Company other than in connection with a shareholder vote under Article 35.4, the Company will, subject to as provided below, offer to redeem the Public Shares for cash in accordance with Rule 13e-4 and Regulation 14E of the Exchange Act and subject to any limitations (including but not limited to cash requirements) set forth in the definitive transaction agreements related to the initial Business Combination (the Tender Redemption Offer ), provided however that the Company shall not redeem those Shares held by the Initial Shareholders or their affiliates or the Directors or officers of the Company pursuant to such Tender Redemption Offer, whether or not such holders accept such Tender Redemption Offer. The Company will file tender offer documents with the SEC prior to consummating the Business Combination which contain substantially the same financial and other information about the Business Combination and the redemption rights as would be required in a proxy solicitation pursuant to Regulation 14A of the Exchange Act. In accordance with the Exchange Act, the Tender Redemption Offer will remain open for a minimum of 20 Business Days and the Company will not be permitted to consummate its Business Combination until the expiry of such period. If in the event a Member holding Public Shares accepts the Tender Redemption Offer and the Company has not otherwise withdrawn the tender offer, the Company shall, promptly after the consummation of the Business Combination, pay such redeeming Member, on a pro rata basis, cash equal to the applicable Per-Share Redemption Price. |

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(b) |
In the event that a Business Combination is consummated by the Company in connection with a shareholder vote held pursuant to Article 35.4 in accordance with a proxy solicitation pursuant to Regulation 14A of the Exchange Act (the Redemption Offer ), the Company will, subject as provided below, offer to redeem the Public Shares, other than those Shares held by the Initial Shareholders or their affiliates or the Directors or officers of the Company, regardless of whether such shares are voted for or against the Business Combination, for cash, on a pro rata basis, at |

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a per-share amount equal to the applicable Per-Share Redemption Price, provided however that: (i) the Company shall not redeem those Shares held by the Initial Shareholders or their affiliates or the Directors or officers of the Company pursuant to such Redemption Offer, whether or not such holders accept such Redemption Offer; and (ii) any other redeeming Member who either individually or together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as such term is defined under Section 13 of the Exchange Act) shall not be permitted to redeem, without the consent of the Directors, more than fifteen percent (15%) of the total Public Shares sold in the IPO.

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(c) |
In no event will the Company consummate the Tender Redemption Offer or the Redemption Offer under Article 35.5 (a) or 35.5(b) or an Amendment Redemption Event under Article 35.11 if such redemptions would cause the Company to have net tangible assets of less than US$5,000,001 or any greater net tangible asset or cash requirement which may be contained in the agreement relating to the Business Combination. |

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35.6 |
A holder of Public Shares shall be entitled to receive distributions from the Trust Account only in the event of an Automatic Redemption Event, an Amendment Redemption Event or in the event he accepts a Tender Redemption Offer or a Redemption Offer where the Business Combination is consummated. In no other circumstances shall a holder of Public Shares have any right or interest of any kind in or to the Trust Account. |

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35.7 |
Prior to a Business Combination, the Company will not issue any securities (other than Public Shares) that would entitle the holder thereof to (i) receive funds from the Trust Account; or (ii) vote on any Business Combination. |

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35.8 |
In the event the Company enters into a Business Combination with a company that is affiliated with the Sponsor or any of the Directors or officers of the Company, the Company will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that such a Business Combination is fair to the holders of the Public Shares from a financial point of view. |

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35.9 |
The Company will not effectuate a Business Combination with another “blank cheque” company or a similar company with nominal operations. |

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35.10 |
Immediately after the Company’s IPO, that amount of the proceeds received by the Company in or in connection with the IPO (including proceeds of any exercise of the underwriter’s over-allotment option and any proceeds from the simultaneous private placement of like units comprising like securities to those included in the IPO by the Company) as is described in the Company’s registration statement on Form S-1 filed with the SEC (the Registration Statement ) at the time it goes effective as shall be deposited in the Trust Account shall be so deposited and thereafter held in the Trust Account until released in the event of a Business Combination or otherwise in accordance with this Article 35. Neither |

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the Company nor any officer, director or employee of the Company will disburse any of the proceeds held in the Trust Account until the earlier of (i) a Business Combination, or (ii) an Automatic Redemption Event or in payment of the acquisition price for any shares which the Company elects to purchase, redeem or otherwise acquire in accordance with this Article 35, in each case in accordance with the trust agreement governing the Trust Account; provided that interest earned on the Trust Account (as described in the Registration Statement) may be released from time to time to the Company to pay the Company’s tax obligations.

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35.11 |
In the event the Directors of the Company propose any amendment to Article 35 or to any of the other rights of the Shares as set out at Article 2.5 prior to, but not for the purposes of approving or in conjunction with the consummation of, a Business Combination that would affect the substance or timing of the Company’s obligations as described in this Article 35 to pay or to offer to pay the Per-Share Redemption Price to any holder of the Public Shares (an Amendment ) and such Amendment is duly approved by a Special Resolution of the Members (an Approved Amendment ), the Company will offer to redeem the Public Shares of any Member for cash, on a pro rata basis, at a per-share amount equal to the applicable Per-Share Redemption Price (an Amendment Redemption Event ), provided however that the Company shall not redeem those Shares held by the Initial Shareholders or their affiliates or the Directors or officers of the Company pursuant to such offer, whether or not such holders accept such offer. |

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36 |
Certain Tax Filings |

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36.1 |
Each Tax Filing Authorised Person and any such other person, acting alone, as any director shall designate from time to time, are authorised to file tax forms SS-4, W-8 BEN, W-8 IMY, W-9, 8832 and 2553 and such other similar tax forms as are customary to file with any US state or federal governmental authorities or foreign governmental authorities in connection with the formation, activities and/or elections of the Company and such other tax forms as may be approved from time to time by any director or officer of the Company. The Company further ratifies and approves any such filing made by any Tax Filing Authorised Person or such other person prior to the date of the Articles. |

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37 |
Business Opportunities |

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37.1 |
In recognition and anticipation of the facts that: (a) Directors and Officers of the Company may serve as Directors and/or officers of other entities which engage in the same or similar activities or related lines of business as those in which the Company engages; (b) Directors, managers, officers, members, partners, managing members, employees and/or agents of one or more members of the Sponsor Group (each of the foregoing, a Sponsor Group Related Person ) may serve as Directors and/or officers of the Company; and (c) the Sponsor Group engages, and may continue to engage in the same or similar activities or related lines of business as those in which the Company, directly or indirectly, may engage and/or other business activities that overlap with or compete with those in which the Company, |

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directly or indirectly, may engage, the provisions under this heading “Business Opportunities” are set forth to regulate and define the conduct of certain affairs of the Company as they may involve the Sponsor Group and the Sponsor Group Related Persons, and the powers, rights, duties and liabilities of the Company and its Directors, Officers and Members in connection therewith.

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37.2 |
To the fullest extent permitted by Applicable Law, the Directors and Officers of the Company, the Sponsor Group and the Sponsor Group Related Persons (each of the foregoing, a Relevant Person ) shall have no duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as the Company. To the fullest extent permitted by Applicable Law, the Company renounces any interest or expectancy of the Company in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for either a Relevant Person, on the one hand, and the Company, on the other. Except to the extent expressly assumed by contract, to the fullest extent permitted by Applicable Law, a Relevant Person shall have no duty to communicate or offer any such corporate opportunity to the Company and shall not be liable to the Company or its Members for breach of any fiduciary duty as a Member, director and/or Officer of the Company solely by reason of the fact that such Relevant Person pursues or acquires such corporate opportunity for itself, himself or herself, directs such corporate opportunity to another person, or does not communicate information regarding such corporate opportunity to the Company, unless such opportunity is expressly offered to such Relevant Person solely in their capacity as a director or Officer of the Company and the opportunity is one the Company is permitted to complete on a reasonable basis. |

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37.3 |
Except as provided elsewhere in the Articles, the Company hereby renounces any interest or expectancy of the Company in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for bot

### EX-4.4(B) - EXHIBIT 4.4(B)
EX-4.4(B)
4
futurewaveacq_ex4-4b.htm
EXHIBIT 4.4(B)

Exhibit 4.4(b)

WARRANT AGREEMENT

THIS WARRANT AGREEMENT (this “Agreement”) is made as of [●], 2026 between Futurewave Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer Agent”).

WHEREAS, the Company is engaged in an initial public offering (the “Offering”) of units of the Company’s equity securities (the “Units”), each Unit comprised of one ordinary share of the Company, par value $0.0001 per share (each, an “Ordinary Share”), and one-half of one redeemable warrant (each whole warrant, a “Public Warrant” and, together with the Private Warrants and Working Capital Warrants (each as defined below), the “Warrants”) and, in connection therewith, has determined to issue and deliver to public investors in the Offering 3,750,000 Public Warrants (or up to 4,312,500 Public Warrants if the underwriters in the Offering exercise their over-allotment option (the “Over-allotment Option”) in full). Each whole Warrant entitles the holder thereof to purchase one Ordinary Share for $11.50 per Ordinary Share, subject to adjustment as described herein, and only whole Warrants are exercisable;

WHEREAS, the Company has filed with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-1 (File No. 333-295572) (the “Registration Statement”) and prospectus (the “Prospectus”), for the registration, under the Securities Act of 1933, as amended (the “Securities Act”), of the Units, the Public Warrants and the Ordinary Shares included in the Units;

WHEREAS, the Company has entered into a private placement units purchase agreement (the “Private Placement Units Purchase Agreement”) with Futurewave Capital Solutions Limited, a British Virgin Islands business company (the “Sponsor”), pursuant to which the Sponsor will purchase an aggregate of 260,000 private units (or up to 269,375 private units if the underwriters in the Offering exercise their Over-allotment Option in full) (the “Private Units”) at a purchase price of $10.00 per Private Unit, simultaneously with the closing of the Offering (and the closing of the Over-allotment Option, if applicable);

WHEREAS, each Private Unit consists of one Ordinary Share and one-half of one redeemable warrant, and the warrants included in the Private Units are referred to herein as the “Private Warrants”;

WHEREAS, the Company’s purpose is to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”);

WHEREAS, in order to finance the Company’s transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or the Company’s officers and directors may, but are not obligated to, loan the Company funds as the Company may require, and up to $1,500,000 of such loans may be convertible into private units at a price of $10.00 per private unit, which private units shall include one-half of one redeemable warrant per private unit (the “Working Capital Warrants”);

WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants;

WHEREAS, the Company desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and

WHEREAS, all acts and things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned by or on behalf of the Warrant Agent, as provided herein, the valid, binding, and legal obligations of the Company, and to authorize the execution and delivery of this Agreement.

NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:

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1. |
Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and the Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth in this Agreement. |

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2. |
Warrants. |

2.1 Form of Warrant. Each Warrant shall initially be issued in registered form only, and, if a physical certificate is issued, shall be in substantially the form of Exhibit A hereto, the provisions of which are incorporated herein and shall be signed by, or bear the facsimile signature of, the Principal Executive Officer, the Chief Financial Officer or other principal officer of the Company. In the event the person whose facsimile signature has been placed upon any Warrant shall have ceased to serve in the capacity in which such person signed the Warrant before such Warrant is issued, it may be issued with the same effect as if he or she had not ceased to be such at the date of issuance. All of the Public Warrants shall initially be represented by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”).

2.2 Uncertificated Warrants. Notwithstanding anything herein to the contrary, any Warrant, or portion thereof, may be issued as part of, and be represented by, a Unit, and any Warrant may be issued in uncertificated or book-entry form through the Warrant Agent and/or the facilities of The Depository Trust Company or other book-entry depositary system, in each case as determined by the Board of Directors of the Company (the “Board”) or by an authorized committee thereof. Any Warrant so issued shall have the same terms, force and effect as a certificated Warrant that has been duly countersigned by the Warrant Agent in accordance with the terms of this Agreement.

2.3 Effect of Countersignature. Except with respect to uncertificated Warrants as described above, unless and until countersigned by the Warrant Agent pursuant to this Agreement, a Warrant shall be invalid and of no effect and may not be exercised by the holder thereof.

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2.4 Registration.

2.4.1 Warrant Register. The Warrant Agent shall maintain books (“Warrant Register”) for the registration of original issuance of the Warrants and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants in book-entry form, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All of the Public Warrants shall initially be represented by one or more Book-Entry Warrant Certificates deposited with The Depository Trust Company (the “Depositary”) and registered in the name of Cede & Co., a nominee of the Depositary. Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) the Depositary or its nominee for each Book-Entry Warrant Certificate, or (ii) institutions that have accounts with the Depositary (each such institution, with respect to a Warrant in its account, a “Participant”).

If the Depositary subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver to the Depositary definitive certificates in physical form evidencing such Warrants (“Definitive Warrant Certificate”). Such Definitive Warrant Certificate shall be in the form annexed hereto as Exhibit A, with appropriate insertions, modifications and omissions, as provided above.

2.4.2 Registered Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and treat the person in whose name such Warrant is then registered in the Warrant Register (“registered holder”) as the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other writing on the Warrant certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise thereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

2.5
Detachability of Warrants. The securities comprising the Units will not be separately transferable until the 52nd day following the
date of the Prospectus or, if such 52nd day is not on a day, other than Saturday, Sunday or federal holiday, on which banks in New
York City are generally open for normal business (a “Business Day”), then on the immediately succeeding Business Day
following such date, or earlier with the consent of Polaris Advisory Partners (“PAP”), as representative of the several
underwriters in the Offering (the “Representative”), but in no event will the Representative allow separate trading of the

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securities comprising the Units until (i) the Company has filed a Current Report on Form 8-K which includes an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Offering including the proceeds received by the Company from the exercise of the Over-allotment Option, if the Over-allotment Option is exercised prior to the filing of the Current Report on Form 8-K, and (ii) the Company has issued a press release announcing when such separate trading shall begin (the “Detachment Date”); provided that no fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. If, upon the detachment of Public Warrants from the Units or otherwise, a holder of Warrants would be entitled to receive a fractional Warrant, the Company shall round down to the nearest whole number the number of Warrants to be issued to such holder.

2.6 Private Warrants and Working Capital Warrants.

2.6.1 Private Warrants and Working Capital Warrants. The Private Warrants and the Working Capital Warrants shall be identical to the Public Warrants; provided that the Private Warrants and Working Capital Warrants (i) may be exercised on a cashless basis in accordance with Section 3.3.1(d), (ii) are not redeemable pursuant to Section 6.1, and (iii) may not (including the Ordinary Shares issued upon exercise of such warrants) be transferred, assigned or sold until the date that is thirty (30) days after the completion of a Business Combination, except:

(a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliates of the Sponsor, or any employees of such affiliates;

(b) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization;

(c) in the case of an individual, by virtue of the laws of descent and distribution upon death of such person;

(d) in the case of an individual, pursuant to a qualified domestic relations order;

(e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement in connection with an extension of the timeframe for the Company to consummate an initial Business Combination or in connection with the consummation of an initial Business Combination at prices no greater than the price at which the Ordinary Shares or Warrants were originally purchased;

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(f) by virtue of the laws of the British Virgin Islands or the organizational documents of the Sponsor upon dissolution of the Sponsor;

(g) to the Company for no value for cancellation in connection with the consummation of an initial Business Combination;

(h) in the event of the Company’s liquidation prior to the consummation of a Business Combination; and

(i) in the event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their Ordinary Shares for cash, securities or other property; provided, however, that, in the case of clauses (a) through (g), these transferees (the “Permitted Transferees”) enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor and the Company’s officers and directors.

2.6.2 [Reserved]

2.7 Post-IPO Warrants. The Post-IPO Warrants, when and if issued, shall have the same terms and be in the same form as the Public Warrants except as may be agreed upon by the Company.

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3. |
Terms and Exercise of Warrants. |

3.1 Warrant Price. Each Warrant shall entitle the registered holder thereof, subject to the provisions of such Warrant and of this Agreement, to purchase from the Company the number of Ordinary Shares stated therein, at the price of $11.50 per share, subject to the adjustments provided in Section 4 hereof and in the last sentence of this Section 3.1. The term “Warrant Price” as used in this Agreement shall mean the price per share (including in cash or by payment of Warrants pursuant to a “cashless exercise,” to the extent permitted hereunder) at which the Ordinary Shares may be purchased at the time a Warrant is exercised. The Company in its sole discretion may lower the Warrant Price at any time prior to the Expiration Date (as defined below) for a period of not less than fifteen (15) Business Days (unless otherwise required by the SEC, any national securities exchange on which the Warrants are listed or applicable law); provided, that the Company shall provide at least five (5) days’ prior written notice of such reduction to registered holders of the Warrants and, provided further that any such reduction shall be applied consistently to all of the Warrants.

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3.2 Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) commencing on the date that is thirty (30) days after the first date on which the Company completes an initial Business Combination, and terminating at 5:00 p.m., New York City time on the earliest to occur of (i) five (5) years after the date on which the Company completes its initial Business Combination, (ii) other than with respect to the Private Warrants and Working Capital Warrants, the Redemption Date as provided in Section 6.2 of this Agreement and (iii) the liquidation of the Company (“Expiration Date”). Except with respect to the right to receive the Redemption Price (as set forth in Section 6 hereunder), as applicable, each Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., New York City time, on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide at least twenty (20) days’ prior written notice of any such extension to registered holders and, provided further that any such extension shall be applied consistently to all of the Warrants.

3.3 Exercise of Warrants.

3.3.1 Payment. Subject to the provisions of the Warrant and this Agreement, including without limitation, subsection 3.3.5, a Warrant may be exercised by the registered holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the registered holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Ordinary Shares and the issuance of such Ordinary Shares, as follows:

(a) in lawful money of the United States, by good certified check or good bank draft payable to the Warrant Agent, or by wire transfer of immediately available funds; or

(b) in the event of redemption pursuant to Section 6 hereof in which the Company’s management has elected to require all holders of Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Ordinary Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value” (defined below) over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this Section 3.3.1(b), the “Fair Market Value” shall mean the average last reported sale price of the Ordinary Shares for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice of redemption is sent to holders of the Warrants pursuant to Section 6 hereof;

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(c) in the event the registration statement required by Section 7.4.1 hereof is not effective and current within sixty (60) Business Days after the closing of a Business Combination, by surrendering such Warrants for that number of Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Ordinary Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value” over the Warrant Price by (y) the Fair Market Value; provided, however, that no cashless exercise shall be permitted unless the Fair Market Value is equal to or higher than the exercise price. Solely for purposes of this Section 3.3.1(c), the “Fair Market Value” shall mean the average reported last sale price of the Ordinary Shares for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which notice of exercise of the Warrant is sent to the Warrant Agent; or

(d) with respect to any Private Warrant or Working Capital Warrant, by surrendering the Warrants for that number of Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Ordinary Shares underlying the Warrants, multiplied by the excess of the “Exercise Fair Market Value” (as defined in this Section 3.3.1(d)) over the Warrant Price by (y) the Exercise Fair Market Value. Solely for purposes of this Section 3.3.1(d), the “Exercise Fair Market Value” shall mean the average last reported sale price of the Ordinary Shares for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which notice of exercise of the Private Warrant or Working Capital Warrant is sent to the Warrant Agent.

3.3.2 Issuance of Ordinary Shares. As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price (if any), the Company shall issue to the registered holder of such Warrant a certificate or certificates, or book entry position, for the number of Ordinary Shares to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and if such Warrant shall not have been exercised in full, a new countersigned Warrant, or book entry position, for the number of Ordinary Shares as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, in no event will the Company be required to net cash settle the Warrant exercise. No Warrant shall be exercisable for cash and the Company shall not be obligated to issue Ordinary Shares upon exercise of a Warrant unless the Ordinary Shares issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt from registration or qualification under the securities laws of the state of residence of the registered holder of the Warrants. In the event that the condition in the immediately preceding sentence is not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant. Warrants may not be exercised by, or securities issued to, any registered holder in any state in which such exercise would be unlawful.

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3.3.3 Valid Issuance. All Ordinary Shares issued upon the proper exercise of a Warrant in conformity with this Agreement shall be validly issued, fully paid and non-assessable.

3.3.4 Date of Issuance. Each person in whose name any book entry position or certificate for Ordinary Shares is issued shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Warrant, or book-entry position representing such Warrant, was surrendered and payment of the Warrant Price was made, irrespective of the date of delivery of such certificate in the case of a certificated Warrant, except that, if the date of such surrender and payment is a date when the share transfer books of the Company or book-entry system of the Warrant Agent are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the share transfer books or book-entry system of the Warrant Agent are open.

3.3.5 Maximum Percentage. A holder of a Warrant may notify the Company in writing in the event it elects to be subject to the provisions contained in this subsection 3.3.5; however, no holder of a Warrant shall be subject to this subsection 3.3.5 unless he, she or it makes such election. If the election is made by a holder, the Warrant Agent shall not effect the exercise of the holder’s Warrant, and such holder shall not have the right to exercise such Warrant, to the extent that after giving effect to such exercise, such person (together with such person’s affiliates) or any “group” of which holder or its affiliates is a member, to the Warrant Agent’s actual knowledge, would beneficially own in excess of 4.9% or 9.8% (the “Maximum Percentage”) of the Ordinary Shares outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of Ordinary Shares beneficially owned by such person and its affiliates, or any group of which such person and its affiliates is a member, shall include the number of Ordinary Shares issuable upon exercise of the Warrant with respect to which the determination of such sentence is being made, but shall exclude Ordinary Shares that would be issuable upon (x) exercise of the remaining, unexercised portion of the Warrant beneficially owned by such person and its affiliates, or any group of which such person and its affiliates is a member, and (y) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such person and its affiliates, or any group of which such person and its affiliates is a member (including, without limitation, any convertible notes or convertible preference shares or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the applicable regulations of the SEC. For purposes hereof, “group” has the meaning set forth in Section 13(d) of the Exchange Act and applicable regulations of the SEC, and the percentage held by a holder shall be determined in a manner consistent with the provisions of Section 13(d) of the Exchange Act. To the extent that a holder makes the election described in this subsection 3.3.5, the Warrant Agent shall not effect the exercise of the holder’s Warrant, and such holder shall not have the right to exercise such Warrant, unless such holder provides to the Warrant Agent in its Election to Purchase, a certification that, after giving effect to such exercise, such person (together with such person’s affiliates) or any “group” of which a holder or its affiliates is a member, would not beneficially own in excess of the Maximum Percentage of the Ordinary Shares outstanding immediately after giving effect to such exercise as determined in accordance with this subsection 3.3.5. For purposes of the Warrant,

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in determining the number of outstanding Ordinary Shares, the holder may rely on the number of outstanding Ordinary Shares as reflected in (1) the Company’s most recent annual report on Form 10-K, quarterly report on Form 10-Q, current report on Form 8-K or other public filing with the SEC as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or the Transfer Agent setting forth the number of Ordinary Shares outstanding. For any reason at any time, upon the written request of the holder of the Warrant, the Company shall, within two (2) Business Days, confirm orally and in writing to such holder the number of Ordinary Shares then outstanding. In any case, the number of outstanding Ordinary Shares shall be determined after giving effect to the conversion or exercise of equity securities of the Company by the holder and its affiliates since the date as of which such number of outstanding Ordinary Shares was reported. By written notice to the Company, the holder of a Warrant may from time to time increase or decrease the Maximum Percentage applicable to such holder to any other percentage specified in such notice; provided, however, that any such increase shall not be effective until the sixty-first (61st) day after such notice is delivered to the Company.

3.3.6 [Reserved]

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4. |
Adjustments. |

4.1 Share Capitalizations.

4.1.1 Split-Ups. If after the date hereof, and subject to the provisions of Section 4.7 hereof, the number of issued and outstanding Ordinary Shares is increased by a share capitalization payable in Ordinary Shares, or by a split-up of Ordinary Shares or other similar event, then, on the effective date of such share capitalization, split-up or similar event, the number of Ordinary Shares issuable on exercise of each Warrant shall be increased in proportion to such increase in the issued and outstanding Ordinary Shares. A rights offering made to all or substantially all holders of the Ordinary Shares entitling holders to purchase Ordinary Shares at a price less than the “Historical Fair Market Value” (as defined below) shall be deemed a share capitalization of a number of Ordinary Shares equal to the product of (i) the number of Ordinary Shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for Ordinary Shares) multiplied by (ii) one (1) minus the quotient of (x) the price per Ordinary Share paid in such rights offering divided by (y) the Historical Fair Market Value. For purposes of this subsection 4.1.1, (i) if the rights offering is for securities convertible into or exercisable for Ordinary Shares, in determining the price payable for Ordinary Shares, there shall be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion, and (ii) “Historical Fair Market Value” means the volume weighted average price of the Ordinary Shares as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the Ordinary Shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights. No Ordinary Shares shall be issued at less than their par value.

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4.1.2 Extraordinary Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to all or substantially all of the holders of Ordinary Shares on account of such Ordinary Shares (or other of the Company’s share capital into which the Warrants are convertible), other than (a) as described in subsection 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights of the holders of Ordinary Shares in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights of the holders of Ordinary Shares in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (as amended from time to time, the “Memorandum and Articles of Association”) (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Ordinary Shares included in the Units sold in the Offering (the “Public Shares”) if the Company does not complete the Business Combination within the period set forth in the Memorandum and Articles of Association or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity or (e) in connection with the redemption of Public Shares upon the failure of the Company to complete its initial Business Combination and any subsequent distribution of its assets upon its liquidation (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the Board, in good faith) of any securities or other assets paid on each Ordinary Share in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis, with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares issuable on exercise of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Units in the Offering and which amount shall be adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares issuable on exercise of each Warrant).

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4.2 Aggregation of Shares. If after the date hereof, and subject to the provisions of Section 4.7 hereof, the number of issued and outstanding Ordinary Shares is decreased by a consolidation, combination, reverse share split or reclassification of Ordinary Shares or other similar event, then, on the effective date of such consolidation, combination, reverse share split, reclassification or similar event, the number of Ordinary Shares issuable on exercise of each Warrant shall be decreased in proportion to such decrease in the number of issued and outstanding Ordinary Shares.

4.3 Adjustments in Warrant Price. Whenever the number of Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 hereof, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Ordinary Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Ordinary Shares so purchasable immediately thereafter.

4.4
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Ordinary
Shares (other than a change under subsections 4.1.1 or 4.1.2 or Section 4.2 hereof or that solely affects the par value of
such Ordinary Shares), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the
Company as another entity (other than a consolidation or merger in which the Company is the continuing corporation (and is not a
subsidiary of another entity whose shareholders did not own all or substantially all of the Ordinary Shares of the Company in
substantially the same proportions immediately before such transaction) and that does not result in any reclassification or
reorganization of the outstanding Ordinary Shares), or in the case of any sale or conveyance to another entity of the assets or
other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the
holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions
specified in the Warrants and in lieu of the Ordinary Shares of the Company immediately theretofore purchasable and receivable upon
the exercise of the rights represented thereby, the kind and amount of shares or other securities or property (including cash)
receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or
transfer, that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) immediately
prior to such event (the “Alternative Issuance”); provided, however, that (i) if the holders of the Ordinary Shares were
entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets constituting the Alternative Issuance for which each Warrant shall become exercisable shall be deemed to be the weighted average of the kind and amount received per share by the holders of the Ordinary Shares in

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such consolidation or merger that affirmatively make such election, and (ii) if a tender, exchange or redemption offer shall have been made to and accepted by the holders of the Ordinary Shares (other than a tender, exchange or redemption offer made by the Company in connection with redemption rights held by shareholders of the Company as provided for in the Memorandum and Articles of Association or as a result of the redemption of Ordinary Shares by the Company if a proposed initial Business Combination is presented to the shareholders of the Company for approval) under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act (or any successor rule)) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act (or any successor rule)) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act (or any successor rule)) more than 65% of the outstanding Ordinary Shares, the holder of a Warrant shall be entitled to receive as the Alternative Issuance, the highest amount of cash, securities or other property to which such holder would actually have been entitled as a shareholder if such Warrant holder had exercised the Warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the Ordinary Shares held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustments (from and after the consummation of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in this Section 4; provided further that if less than 70% of the consideration receivable by the holders of the Ordinary Shares in the applicable event is payable in the form of capital stock or shares in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the registered holder properly exercises the Warrant within thirty (30) days following the public disclosure of the consummation of such applicable event by the Company pursuant to a Current Report on Form 8-K filed with the SEC, the Warrant Price shall be reduced by an amount (in dollars) equal to the difference (but in no event less than zero) of (i) the Warrant Price in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined below) minus (B) the Black-Scholes Warrant Value (as defined below). The “Black-Scholes Warrant Value” means the value of a Warrant immediately prior to the consummation of the applicable event based on the Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial Markets (“Bloomberg”), as calculated by an accounting, appraisal, investment banking firm or consultant of nationally recognized standing that is, in the good faith judgment of the Board, qualified to make such calculation. For purposes of calculating such amount, (1) Section 6.1 shall be taken into account, (2) the price of each Ordinary Share shall be the 10-Day Average Closing Price as of the effective date of the applicable event, (3) the assumed volatility shall be the ninety (90) day volatility obtained from the HVT function on Bloomberg determined as of the trading day immediately prior to the day of the announcement of the applicable event, and (4) the assumed risk-free interest rate shall correspond to the U.S. Treasury rate for a period equal to the remaining term of the Warrant. “Per Share Consideration” means (i) if the consideration paid to holders of the Ordinary Shares consists exclusively of cash, the amount of such cash per Ordinary Share, and (ii) in all other cases, the volume weighted average price of the Ordinary Shares as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in Ordinary Shares covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.

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4.5 Issuance in connection with a Business Combination. If, in connection with the closing of a Business Combination, the Company (a) issues additional Ordinary Shares or equity-linked securities for capital raising purposes at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price as determined by the Board, in good faith, and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by the Sponsor or its affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (b) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Business Combination on the date of the consummation of such Business Combination (net of redemptions), and (c) the Market Value (as defined below) is below $9.20 per share, then the exercise price of the Warrants shall be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the Redemption Trigger Price (as defined below) shall be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price. Solely for purposes of this Section 4.5, the “Market Value” shall mean the volume weighted average trading price of the Ordinary Shares during the twenty (20) trading day period starting on the trading day prior to the date of the consummation of the Business Combination.

4.6
Notices of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of Ordinary Shares issuable upon exercise of
a Warrant, the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from
such adjustment and the increase or decrease, if any, in the number of Ordinary Shares purchasable at such price upon the exercise of
a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based; provided,
however, that no adjustment to the number of Ordinary Shares issuable upon exercise of a Warrant shall be required until cumulative adjustments
amount to one percent (1%) or more of the number of Ordinary Shares issuable upon exercise of a Warrant as last adjusted; provided, further,
that any such adjustments that are not made are carried forward and taken into account in any subsequent adjustment. Notwithstanding
the foregoing, all such carried forward adjustments shall be made (i) in connection with any subsequent adjustment that (taken together
with such carried forward adjustments) would result in a change of at least one percent (1%) in the number of Ordinary Shares issuable
upon exercise of a Warrant and (ii) on the exercise date of any Warrant. Upon the occurrence of any event specified in Sections 4.1,
4.2, 4.3, 4.4 or 4.5, then, in any such event, the Company shall give written notice to each Warrant holder, at the last address set
forth for such holder in the Warrant Register, of the record date or the effective date of the event. Failure to give such notice, or
any defect therein, shall not affect the legality or validity of such event.

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4.7 No Fractional Warrants or Shares. Notwithstanding any provision contained in this Agreement to the contrary, the Company shall not issue fractional Ordinary Shares upon exercise of Warrants. If, by reason of any adjustment made pursuant to this Section 4, the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the Company shall, upon such exercise, round down to the nearest whole number of Ordinary Shares to be issued to the Warrant holder.

4.8 Form of Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Section 4, and Warrants issued after such adjustment may state the same Warrant Price and the same number of Ordinary Shares as is stated in the Warrants initially issued pursuant to this Agreement. However, the Company may at any time in its sole discretion make any change in the form of Warrant that the Company may deem appropriate and that does not affect the substance thereof, and any Warrant thereafter issued or countersigned, whether in exchange or substitution for an outstanding Warrant or otherwise, may be in the form as so changed.

4.9 Other Events. In case any event shall occur affecting the Company as to which none of the provisions of preceding subsections of this Section 4 are strictly applicable, but which would require an adjustment to the terms of the Warrants in order to (i) avoid an adverse impact on the Warrants and (ii) effectuate the intent and purpose of this Section 4, then, in each such case, the Company shall appoint a firm of independent public accountants, investment banking or other appraisal firm of recognized national standing, which shall give its opinion as to whether or not any adjustment to the rights represented by the Warrants is necessary to effectuate the intent and purpose of this Section 4 and, if they determine that an adjustment is necessary, the terms of such adjustment. The Company shall adjust the terms of the Warrants in a manner that is consistent with any adjustment recommended in such opinion.

4.10 No Adjustment. For the avoidance of doubt, no adjustment shall be made to the terms of the Warrants solely as a result of any adjustment to the conversion ratio of the founder shares or the conversion of founder shares into Ordinary Shares, in each case, pursuant to the Company’s Memorandum and Articles of Association, as further amended from time to time.

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5. |
Transfer and Exchange of Warrants. |

5.1 Registration of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant Register, upon surrender of such Warrant for transfer, properly endorsed with signatures, in the case of certificated Warrants, properly guaranteed and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant representing an equal aggregate number of Warrants shall be issued and the old Warrant shall be cancelled by the Warrant Agent. In the case of certificated Warrants, the Warrants so cancelled shall be delivered by the Warrant Agent to the Company from time to time upon request.

5.2 Procedure for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, either in certificated form or in book entry position, together with a written request for exchange or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants, or book entry positions, as requested by the registered holder of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however, that in the event that a Warrant surrendered for transfer bears a restrictive legend, the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange therefor until the Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating whether the new Warrants must also bear a restrictive legend.

5.3 Fractional Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which would result in the issuance of a Warrant certificate or book-entry position for a fraction of a Warrant, except as part of the Units.

5.4 Service Charges. No service charge shall be made for any exchange or registration of transfer of Warrants.

5.5 Warrant Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the terms of this Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.

5.6 Transfers prior to Detachment. Prior to the Detachment Date, the Public Warrants may be transferred or exchanged only together with the Unit in which such Warrant is included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange of such Unit. Furthermore, each transfer of a Unit on the register relating to such Units shall operate also to transfer the Warrants included in such Unit. Notwithstanding the foregoing, the provisions of this Section 5.6 shall have no effect on any transfer of Warrants on or after the Detachment Date.

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6. |
Redemption. |

6.1 Redemption of Warrants
for Cash. All but not less than all of the outstanding Public Warrants may be redeemed for cash, at the option of the Company, at any
time during the Exercise Period, at the office of the Warrant Agent, upon the notice referred to in Section 6.2, at the price of
$0.01 per Public Warrant (“Redemption Price”), on each of twenty (20) trading days within any thirty (30) trading day period
commencing after the Warrants become exercisable and ending on the third (3rd) trading day prior to the date on which notice of redemption
is given and provided that there is an effective registration statement covering the Ordinary Shares issuable upon exercise of the Public
Warrants, and a current prospectus relating thereto, available throughout the 30-day redemption period or the Company has elected to require
the exercise of the Warrants on a “cashless basis” pursuant to subsection 3.3.1(b) hereof and such cashless exercise
is exempt from registration under the Securities Act; provided, however, that if and when the Public Warrants become redeemable by the
Company, the Company may not exercise such redemption right if the issuance of Ordinary Shares upon exercise of the Public Warrants is
not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration
or qualification.

6.2 Date Fixed for, and Notice
of, Redemption. In the event the Company shall elect to redeem all of the Public Warrants that are subject to redemption, the Company
shall fix a date for the redemption (the “Redemption Date”). Notice of redemption shall be mailed by first class mail, postage
prepaid, by the Company not less than thirty (30) days prior to the Redemption Date to the registered holders of the Public Warrants to
be redeemed at their last addresses as they shall appear on the registration books. Any notice mailed in the manner herein provided shall
be conclusively presumed to have been duly given whether or not the registered holder received such notice.

6.3
Exercise After Notice of Redemption. The Public Warrants may be exercised, for cash (or on a “cashless basis” in accordance
with Section 3 of this Agreement) at any time after notice of redemption shall have been given by the Company pursuant to Section 6.2
hereof and prior to the Redemption Date. In the event the Company determines to require all holders of Public Warrants to exercise their
Warrants on a “cashless basis” pursuant to Section 3.3.1(b), the notice of redemption will contain the information necessary
to calculate the number of Ordinary Shares to be received upon exercise of the Public Warrants, including the “Fair Market Value”
in such case. On and after the Redemption Date, the record holder of the Warrants shall have no further rights except to receive, upon
surrender of the Public Warrants, the Redemption Price.

6.4 Exclusion of Private Warrants
and Working Capital Warrants. The Company agrees that the redemption rights provided in this Section 6 shall not apply to the Private
Warrants or Working Capital Warrants.

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7. |
Other Provisions Relating to Rights of Holders of Warrants. |

7.1 No Rights as Shareholder. A Warrant does not entitle the registered holder thereof to any of the rights of a shareholder of the Company, including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights to vote or to consent or to receive notice as shareholders in respect of the meetings of shareholders or the election of directors of the Company or any other matter.

7.2 Lost, Stolen, Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen, mutilated, or destroyed, the Company and the Warrant Agent may on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case of a mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination, tenor, and date as the Warrant so lost, stolen, mutilated, or destroyed. Any such new Warrant shall constitute a substitute contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any time enforceable by anyone.

7.3 Reservation of Ordinary Shares. The Company shall at all times reserve and keep available a number of its authorized but unissued Ordinary Shares that will be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.

7.4 Registration of Ordinary Shares; Cashless Exercise at Company’s Option.

7.4.1 Registration of Ordinary Shares. The Company agrees that as soon as practicable after the closing of its initial Business Combination, but in no event later than twenty (20) Business Days after the closing of its initial Business Combination, it shall use its commercially reasonable efforts to file with the SEC a post-effective amendment to the Registration Statement or a new registration statement, registering, under the Securities Act, of the issuance of the Ordinary Shares issuable upon exercise of the Warrants. The Company shall use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such post-effective amendment or registration statement, and a current prospectus relating thereto, until the expiration or redemption of the Warrants in accordance with the provisions of this Agreement. If any such post-effective amendment or registration statement has not been declared effective by the sixtieth (60th) Business Day following the closing of the Business Combination, holders of the Public Warrants shall have the right, during the period beginning on the sixty-first (61st) Business Day after the closing of the Business Combination and ending upon such post-effective amendment or registration statement being declared effective by the SEC, and during any other period when the Company shall fail to have maintained an effective registration statement covering the Ordinary Shares issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis” as determined in

17

accordance with Section 3.3.1(c). The Company shall, upon request, provide the Warrant Agent with an opinion of counsel for the Company (which shall be an outside law firm with securities law experience) stating that (i) the exercise of the Warrants on a cashless basis in accordance with this Section 7.4.1 is not required to be registered under the Securities Act and (ii) the Ordinary Shares issued upon such exercise will be freely tradable under U.S. federal securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Securities Act) of the Company and, accordingly, will not be required to bear a restrictive legend. For the avoidance of any doubt, unless and until all of the Warrants have been exercised on a cashless basis, the Company shall continue to be obligated to comply with its registration obligations under the first three sentences of this Section 7.4.1.

7.4.2 Cashless Exercise at Company’s Option. If the Ordinary Shares are at the time of any exercise of a Warrant not listed on a national securities exchange such that they satisfy the definition of “covered securities” under Section 18(b)(1) of the Securities Act (or any successor rule), the Company may, at its option, require holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act (or any successor rule) as described in subsection 7.4.1 and (i) in the event the Company so elects, the Company shall not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Ordinary Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary or (ii) if the Company does not so elect, the Company agrees to use its commercially reasonable efforts to register or qualify for sale the Ordinary Shares issuable upon exercise of the Public Warrants under the blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.

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8. |
Concerning the Warrant Agent and Other Matters. |

8.1 Payment of Taxes. The Company will from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Warrant Agent in respect of the issuance or delivery of Ordinary Shares upon the exercise of Warrants, but the Company shall not be obligated to pay any transfer taxes in respect of the Warrants or such shares.

8.2 Resignation, Consolidation, or Merger of Warrant Agent.

8.2.1 Appointment of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) days after it has been notified in writing of such resignation or incapacity by the Warrant Agent or by the holder of the Warrant (who shall, with such notice, submit his, her or its Warrant for inspection by the Company), then the holder of any Warrant may apply to the Supreme Court of the State of New York for the County of New York for the appointment of a successor Warrant Agent at the Company’s cost. Any successor Warrant Agent,

18

whether appointed by the Company or by such court, shall be a corporation organized and existing under the laws of the State of New York, in good standing and having its principal office in the Borough of Manhattan, City and State of New York, and authorized under such laws to exercise corporate trust powers and subject to supervision or examination by federal or state authority. After appointment, any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring to such successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities, duties, and obligations.

8.2.2 Notice of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof to the predecessor Warrant Agent and the Transfer Agent for the Ordinary Shares not later than the effective date of any such appointment.

8.2.3 Merger or Consolidation of Warrant Agent. Any corporation into which the Warrant Agent may be merged or with which it may be consolidated or any corporation resulting from any merger or consolidation to which the Warrant Agent shall be a party shall be the successor Warrant Agent under this Agreement without any further act.

8.3 Fees and Expenses of Warrant Agent.

8.3.1 Remuneration. The Company agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent hereunder and will reimburse the Warrant Agent upon demand for all expenditures that the Warrant Agent may reasonably incur in the execution of its duties hereunder.

8.3.2 Further Assurances. The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged, and delivered all such further and other acts, instruments, and assurances as may reasonably be required by the Warrant Agent for the carrying out or performing of the provisions of this Agreement.

19

8.4 Liability of Warrant Agent.

8.4.1 Reliance on Company Statement. Whenever in the performance of its duties under this Agreement, the Warrant Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a statement signed by the Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, President, Secretary or Chairman of the Board of Directors of the Company and delivered to the Warrant Agent. The Warrant Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant to the provisions of this Agreement.

8.4.2 Indemnity. The Warrant Agent shall be liable hereunder only for its own fraud, gross negligence, willful misconduct or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement except as a result of the Warrant Agent’s fraud, gross negligence, willful misconduct, or bad faith.

8.4.3 Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant; nor shall it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any Ordinary Shares to be issued pursuant to this Agreement or any Warrant or as to whether any Ordinary Shares will, when issued, be valid and fully paid and nonassessable.

8.5 Acceptance of Agency. The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the terms and conditions herein set forth and among other things, shall account promptly to the Company with respect to Warrants exercised and concurrently account for, and pay to the Company, all monies received by the Warrant Agent for the purchase of Ordinary Shares through the exercise of Warrants.

8.6 Waiver. The Warrant Agent has no right of set off or any other right, title, interest or claim of any kind (“Claim”) in, or to any distribution of, the trust account into which the net proceeds of the Offering are deposited (the “Trust Account”) and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever. The Warrant Agent hereby waives any and all Claims against the Trust Account and any and all rights to seek access to the Trust Account.

20

|
9. |
Miscellaneous Provisions. |

9.1 Successors. All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to the benefit of their respective successors and assigns.

9.2 Notices. Any notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder of any Warrant to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Company with the Warrant Agent), as follows:

Furturewave Acquisition Corporation

1185 Avenue of the Americas,
3rd Floor

New York, NY 10036

Attn: Daniel M. McCabe

Email: dmccabe@pelicanacq.com

with a copy to:

Celine and Partners, P.L.L.C.

1185 Avenue of the Americas,
3rd Floor

New York, NY 10036

Attn: Cassi Olson, Esq.

Email: colson@celinelaw.com

Any notice, statement or demand authorized by this Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with the Company), as follows:

Continental Stock Transfer
& Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Compliance Department

Email: compliance@continentalstock.com

21

9.3 Applicable Law and Exclusive Forum. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. Subject to applicable law, the Company hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement, including under the Securities Act, shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive forum for any such action, proceeding or claim. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum.

Any person or entity purchasing or otherwise acquiring any interest in the Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section 9.3. If any action, the subject matter of which is within the scope of the forum provisions above, is filed in a court other than a court located within the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any Warrant holder, such Warrant holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States District Court for the Southern District of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such Warrant holder’s counsel in the foreign action as agent for such warrant holder.

9.4 Persons Having Rights under this Agreement. Nothing in this Agreement expressed and nothing that may be implied from any of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the parties hereto and the registered holders of the Warrants any right, remedy, or claim under or by reason of this Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. All covenants, conditions, stipulations, promises, and agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors and assigns and of the registered holders of the Warrants.

9.5 Examination of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Warrant Agent in the Borough of Manhattan, City and State of New York, for inspection by the registered holder of any Warrant. The Warrant Agent may require any such holder to submit his, her or its Warrant for inspection by it.

22

9.6 Counterparts. This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. A signature to this Agreement submitted electronically shall have the same authority, effect and enforceability as an original signature.

9.7 Effect of Headings. The section headings herein are for convenience only and are not part of this Agreement and shall not affect the interpretation thereof.

9.8 Amendments. This Agreement may be amended by the parties hereto without the consent of any registered holder for the purpose of (i) curing any ambiguity or to correct any mistake, including to conform the provisions hereof to the description of the terms of the Warrants and this Agreement set forth in the Prospectus, or curing, correcting or supplementing any defective provision contained herein, (ii) adjusting the definition of “Ordinary Cash Dividend” as contemplated by and in accordance with the second sentence of subsection 4.1.2 or (iii) adding or changing any other provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that the parties deem shall not adversely affect the interest of the registered holders. All other modifications or amendments, including any amendment to increase the Warrant Price or shorten the Exercise Period, shall require the written consent or vote of the registered holders of at least a majority of the then outstanding Public Warrants. Notwithstanding the foregoing, (a) any amendment to the terms of the Private Warrants or Working Capital Warrants, as applicable, shall only require the consent of the Company and the holders of a majority of the Private Warrants or Working Capital Warrants, as applicable, (b) the Company may lower the Warrant Price or extend the duration of the Exercise Period pursuant to Sections 3.1 and 3.2, respectively, without the consent of the registered holders, and (c) the Company may in its sole discretion and at any time allow or require the exercise of the Warrants on a “cashless basis” without the consent of any registered holders.

9.9 Trust Account Waiver. The Warrant Agent acknowledges and agrees that it shall not make any claims or proceed against the trust account established by the Company in connection with the Offering (as more fully described in the Registration Statement) (“Trust Account”), including by way of set-off, and shall not be entitled to any funds in the Trust Account under any circumstance. In the event that the Warrant Agent has a claim against the Company under this Agreement, the Warrant Agent will pursue such claim solely against the Company and not against the property held in the Trust Account.

9.10 Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.

23

Exhibit A – Form of Warrant Certificate

24

Exhibit B – Legend

25

IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the day and year first above written.

FUTUREWAVE ACQUISITION CORPORATION |

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By: |
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Name: |
Daniel M. McCabe |
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Title: |
Chief Executive Officer |
|

CONTINENTAL STOCK TRANSFER & TRUST COMPANY

as Warrant Agent
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By: |
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Name: |
Francis Wolf |
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Title: |
Chief Executive Officer |
|

[Signature Page to Warrant Agreement]

26

EXHIBIT A

[FACE]

Number

Warrants

THIS WARRANT SHALL BE VOID
IF NOT EXERCISED PRIOR TO

THE EXPIRATION OF THE EXERCISE
PERIOD PROVIDED FOR

IN THE WARRANT AGREEMENT
DESCRIBED BELOW

ENERGY TRANSITION SPECIAL
OPPORTUNITIES

Incorporated Under the Laws of the Cayman Islands

CUSIP: G3645W 115

Warrant Certificate

This Warrant Certificate certifies that [●], or registered assigns, is the registered holder of [●] warrant(s) (the “Warrants” and each, a “Warrant”) to purchase ordinary shares, par value $0.0001 per share (“Ordinary Shares”), of Futurewave Acquisition Corporation, a Cayman Islands exempted company (the “Company”). Each whole Warrant entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from the Company that number of fully paid and nonassessable Ordinary Shares as set forth below, at the Warrant Price (the “Warrant Price”) as determined pursuant to the Warrant Agreement, payable in lawful money of the United States of America upon surrender of this Warrant Certificate and payment of the Warrant Price (or through “cashless exercise” as provided for in the Warrant Agreement) at the office or agency of the Warrant Agent referred to below, subject to the conditions set forth herein and in the Warrant Agreement. The Warrants evidenced by this Warrant Certificate are [Public][Private] Warrants. Capitalized terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.

Each whole Warrant is initially exercisable for one fully paid and non-assessable Ordinary Share. No fractional shares will be issued upon exercise of any Warrant. If, upon the exercise of Warrants, a holder would be entitled to receive a fractional interest in an Ordinary Share, the Company shall, upon exercise, round down to the nearest whole number the number of Ordinary Shares to be issued to the Warrant holder. The number of Ordinary Shares issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events as set forth in the Warrant Agreement.

The initial Warrant Price per one Ordinary Share for any Warrant is equal to $11.50 per share. The Warrant Price is subject to adjustment upon the occurrence of certain events as set forth in the Warrant Agreement.

Subject to the conditions set forth in the Warrant Agreement, the Warrants may be exercised only during the Exercise Period and to the extent not exercised by the end of such Exercise Period, such Warrants shall become null and void. The Warrants may be redeemed, subject to certain conditions, as set forth in the Warrant Agreement.

Reference is hereby made to the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes have the same effect as though fully set forth at this place.

This Warrant Certificate shall not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement. This Warrant Certificate shall be governed by and construed in accordance with the internal laws of the State of New York.

A- 1

FUTUREWAVE ACQUISITION CORPORATION |

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By: |
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Name: |
Daniel M. McCabe |
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Title: |
Chief Executive Officer |
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CONTINENTAL STOCK TRANSFER & TRUST COMPANY

as Warrant Agent
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By: |
|
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|
Name: |
Francis Wolf |
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|
Title: |
Chief Executive Officer |
|

A- 2

[Form of Warrant Certificate]

[Reverse]

The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive Ordinary Shares and are issued or to be issued pursuant to a Warrant Agreement dated as of [●], 2026 (the “Warrant Agreement”), duly executed and delivered by the Company to Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”), which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company and the holders (the words “holders” or “holder” meaning the registered holders or registered holder, respectively) of the Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof upon written request to the Company. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.

Warrants may be exercised at any time during the Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate may exercise them by surrendering this Warrant Certificate, with the form of Election to Purchase set forth hereon properly completed and executed, together with payment of the Warrant Price as specified in the Warrant Agreement (or through “cashless exercise” as provided for in the Warrant Agreement) at the principal corporate trust office of the Warrant Agent. In the event that upon any exercise of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced hereby, there shall be issued to the holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number of Warrants not exercised.

Notwithstanding
anything else in this Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a
registration statement covering the issuance of the Ordinary Shares to be issued upon exercise is effective under the Securities Act
and (ii) a prospectus thereunder relating to the Ordinary Shares is current and such Ordinary Shares are registered, qualified or exempt
from registration under the securities, or blue sky, laws of the state of the residence of the holder, except through “cashless
exercise” as provided for in the Warrant Agreement. In addition, and notwithstanding anything else in this Warrant Certificate
or the Warrant Agreement, to the extent that the holder of a Warrant has delivered a notice contemplated by subsection 3.3.5 of
the Warrant Agreement, neither the Company nor the Warrant Agent shall issue to a holder, and a holder may not acquire, any right it
might have to acquire, a number of Ordinary Shares upon exercise of any Warrant to the extent that, upon such exercise, the number of
Ordinary Shares then beneficially owned by a holder would exceed the Maximum Percentage of Ordinary Shares outstanding immediately after
giving effect to such exercise as determined in accordance with subsection 3.3.5 of the Warrant Agreement.

The Warrant Agreement provides that upon the occurrence of certain events the number of Ordinary Shares issuable upon exercise of the Warrants set forth on the face hereof may, subject to certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be entitled to receive a fractional interest in an Ordinary Share, the Company shall, upon exercise, round down to the nearest whole number of Ordinary Shares to be issued to the holder of the Warrant.

Warrant Certificates, when surrendered at the principal corporate trust office of the Warrant Agent by the registered holder thereof in person or by legal representative or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing in the aggregate a like number of Warrants.

Upon due presentation for registration of transfer of this Warrant Certificate at the office of the Warrant Agent a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any tax or other governmental charge imposed in connection therewith.

The Company and the Warrant Agent may deem and treat the registered holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s) hereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. Neither the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a shareholder of the Company.

A- 3

Election to Purchase

(To Be Executed Upon Exercise of Warrant)

The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive [●] Ordinary Shares and herewith tenders payment for such Ordinary Shares to the order of Futurewave Acquisition Corporation (the “Company”) in the amount of $[●] in accordance with the terms hereof. The undersigned requests that a certificate for such Ordinary Shares be registered in the name of [●], whose address is [●] and that such Ordinary Shares be delivered to [●] whose address is [●]. If said [●] number of Ordinary Shares is less than all of the Ordinary Shares purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered in the name of [●], whose address is [●] and that such Warrant Certificate be delivered to [●], whose address is [●].

In the event that the Warrant has been called for redemption by the Company pursuant to Section 6 of the Warrant Agreement and the Company has required a cashless exercise pursuant to Section 6.1 of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(b) or Section 6.1 of the Warrant Agreement, as applicable.

In the event that the Warrant is a Private Warrant or Working Capital Warrant that is to be exercised on a “cashless” basis pursuant to subsection 3.3.1(d) of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(d) of the Warrant Agreement, as applicable.

In the event that the Warrant is to be exercised on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement.

In the event that the Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of Ordinary Shares that this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows for such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive Ordinary Shares. If said number of shares is less than all of the Ordinary Shares purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered in the name of [●], whose address is [●] and that such Warrant Certificate be delivered to [●], whose address is [●].

A- 4

[To be included in any Election to Purchase of a holder who has provided the notice set forth in subsection 3.3.5 of the Warrant Agreement.

By signing this Election to Purchase, the undersigned hereby certifies that after giving effect to such exercise, the undersigned (together with such person’s affiliates) or any “group” of which holder or its affiliates is a member, would not beneficially own in excess of the Maximum Percentage of the Ordinary Shares outstanding immediately after giving effect to such exercise as determined in accordance with subsection 3.3.5 of the Warrant Agreement.]

[Signature Page Follows]

Date: [●], 20[●]

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(Signature) |

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(Address) |

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(Tax Identification Number) |

Signature Guaranteed:

THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION, AS DEFINED IN RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

A- 5

EXHIBIT B

LEGEND

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE LETTER AGREEMENT BY AND AMONG ENERGY TRANSITION SPECIAL OPPORTUNITIES (THE “COMPANY”), CLIMATE TRANSITION SPECIAL OPPORTUNITIES SPAC I LP AND THE OTHER PARTIES THERETO (THE “LETTER AGREEMENT”), THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 5 OF THE LETTER AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.

SECURITIES EVIDENCED BY THIS CERTIFICATE AND CLASS A ORDINARY SHARES OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.

NO. [●] WARRANT

B- 1

### EX-10.1 - EXHIBIT 10.1
EX-10.1
5
futurewaveacq_ex10-1.htm
EXHIBIT 10.1

Exhibit 10.1

[ ], 2026

Futurewave
Acquisition Corporation

1185 6 th Avenue, Suite 304

New York, NY 10036

Polaris
Advisory Partners

a division of Kingswood Capital Partners LLC

5900 Balcones Drive, Suite 100

Austin, TX 78731

Re: |
Initial Public Offering |

Ladies and Gentlemen:

This letter (this “ Letter
Agreement ”) is being delivered to you in accordance with the Underwriting Agreement (the “ Underwriting Agreement ”)
entered into by and between Futurewave Acquisition Corporation, a Cayman Islands exempted company (the “ Company ”),
and SPAC Advisory Partners, (the “ Representative ”) as representative of the underwriters (the “ Underwriters ”),
relating to an underwritten initial public offering (the “ Public Offering ”) of the Company’s units (the
“ Units ”), each comprised of one ordinary share of the Company, $0.0001 par value per share (the “ Shares ”),
and one right. Each right entitles the holder thereof to receive one-fourth (1/4) of one ordinary share upon the consummation of an initial
business combination, subject to adjustment. Certain capitalized terms used herein are defined in paragraph 10 hereof. The Units shall
be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “ Prospectus ”)
filed by the Company with the Securities and Exchange Commission (the “ Commission ”) and the Company shall apply
to have the Units listed on the Nasdaq Capital Market. Certain capitalized terms used herein are defined in paragraph 10 hereof.

In order to induce the Company
and the Underwriters to enter into the Underwriting Agreement and to proceed with the Public Offering and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, Futurewave Capital Solution Limited, a British Virgin Islands
(“BVI”) business company(the “ Sponsor ”), and the other undersigned persons (each, an “ Insider ”
and collectively, the “ Insiders ”), hereby agrees with the Company as follows:

1. The Sponsor and each Insider agrees that if the Company seeks shareholder approval of a proposed Business Combination (as defined below), then in connection with such proposed Business Combination, it, he or she shall (i) vote any Shares owned by it, him or her in favor of any proposed Business Combination (other than public shares purchased outside of a redemption offer which may not be voted in favor of approving the Business Combination transaction in accordance with the requirements of Rule 14e-5 under the Exchange Act and any SEC interpretations or guidance relating thereto) and (ii) not redeem any Shares owned by it, him or her in connection with such shareholder approval.

2. The Sponsor and each Insider agrees that in the event that the Company fails to consummate a Business Combination within the time period set forth in the Company’s Post-offering Memorandum and Articles of Association (as it may be amended from time to time, the “ Charter ”), the Sponsor and each Insider shall take all reasonable steps to cause the Company to (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem 100% of the Shares sold as part of the Units in the Public Offering (the “ Offering Shares ”), at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account (as defined below), including interest earned on the funds held in the Trust Account (which interest shall be net of taxes paid or payable and up to $50,000 of interest to pay liquidation and dissolution expenses), divided by the number of then outstanding Offering Shares, which redemption will completely extinguish all Public Shareholders’ (as defined below) rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. The Sponsor and each Insider agrees to not propose any amendment to the Charter (A) to modify the substance or timing of the Company’s obligation to provide for redemption rights as set forth in the Prospectus or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity, unless the Company provides its Public Shareholders with the opportunity to redeem their Offering Shares upon approval 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 Offering Shares.

The Sponsor and each Insider have agreed to (i) waive their redemption rights with respect to any Founder Shares and public shares they hold in connection with the completion of our initial business combination, (ii) waive their redemption rights with respect to any Founder Shares and public shares they hold in connection with a shareholder vote to approve an amendment to our Post-offering Memorandum and Articles of Association (A) to modify the substance or timing of the ability of holders of our public shares to seek redemption in connection with our initial business combination or our obligation to redeem 100% of our public shares if the Company does not complete our initial business combination within the Combination Period or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity and (iii) waive their rights to liquidating distributions from the trust account with respect to any Founder Shares they hold if the Company fails to complete our initial business combination within the Combination Period, although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if the Company fails to complete its initial business combination within the prescribed time frame. Permitted transferees of the Founder Shares held by our Sponsor, officers, directors, and director nominees would be subject to the same restrictions.

3. In the event of the liquidation of the Trust Account, the Sponsor (which for purposes of clarification shall not extend to any other equity holders, members or managers of the Sponsor) agrees to indemnify and hold harmless the Company against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation, whether pending or threatened, or any claim whatsoever) to which the Company may become subject as a result of any claim by (i) any third party (other than the Company’s independent public accountants) for services rendered or products sold to the Company or (ii) a prospective target business with which the Company has discussed entering into a transaction agreement (a “ Target ”); provided , however , that such indemnification of the Company by the Sponsor shall apply only to the extent necessary to ensure that such claims by a third party for services rendered (other than the Company’s independent public accountants) or products sold to the Company or a Target do not reduce the amount of funds in the Trust Account to below (i) $10 per share of the Offering Shares or (ii) such lesser amount per share of the Offering Shares held in the Trust Account due to reductions in the value of the trust assets as of the date of the liquidation of the Trust Account, in each case, net of the amount of interest earned on the property in the Trust Account which may be withdrawn to pay taxes, except as to any claims by a third party (including a Target) who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended. In the event that any such executed waiver is deemed to be unenforceable against such third party, the Sponsor shall not be responsible to the extent of any liability for such third party claims. The Sponsor shall have the right to defend against any such claim with counsel of its choice reasonably satisfactory to the Company if, within 15 days following written receipt of notice of the claim to the Sponsor, the Sponsor notifies the Company in writing that it shall undertake such defense.

4. To the extent that the Underwriters
do not exercise some or all of their over-allotment option to purchase up to an additional 750,000 Units within 45 days from the date
of the Prospectus (and as further described in the Prospectus), the Sponsor agrees that it shall forfeit, at no cost, a number of Founder
Shares in the aggregate equal to 315,000 multiplied by a fraction, (i) the numerator of which is 750,000 minus the number of Units purchased
by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 750,000.

All references in this Letter
Agreement to Founder Shares of the Company being forfeited shall take effect as surrenders for no consideration of such Founder Shares
as a matter of Cayman Islands law. The forfeiture will be adjusted to the extent that the over-allotment option is not exercised in full
by the Underwriters so that the Founder Shares will represent 30% of the Company’s issued and outstanding Shares after the Public
Offering (assuming the Initial Shareholders do not purchase any units in the Public Offering and excluding the Private Shares). The Initial
Shareholders further agree that to the extent that the size of the Public Offering is increased or decreased, the Company will effect
a capitalization or share repurchase or redemption or other appropriate mechanism, as applicable, immediately prior to the consummation
of the Public Offering in such amount as to maintain the ownership of the Initial Shareholders prior to the Public Offering at approximately
26% of the Company’s issued and outstanding Shares upon the consummation of the Public Offering (assuming the Initial Shareholders
do not purchase any units in the Public Offering and excluding the Private Shares).

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5. The Sponsor and each Insider hereby agrees and acknowledges that: (i) the Underwriters and the Company would be irreparably injured in the event of a breach by such Sponsor or Insider of its, his or her obligations under paragraphs 1, 2, 3, 4, 6(a), 6(b) and 8 of this Letter Agreement (ii) monetary damages may not be an adequate remedy for such breach and (iii) the non-breaching party shall be entitled to seek injunctive relief, in addition to any other remedy that such party may have in law or in equity, in the event of such breach.

6. (a) The Sponsor and each Insider agrees that it, he or she shall not Transfer (as defined below) any Founder Shares (or any shares issuable upon conversion thereof) until the earlier of (A) 180 days following the consummation of our initial business combination or (B) the date on which we complete a liquidation, merger, stock exchange or other similar transaction after our initial business combination that results in all of our public stockholders having the right to exchange their public shares for cash, securities or other property (the “ Founder Shares Lock-up Period ”).

(b) The Sponsor and each Insider agrees that it, he or she shall not Transfer any Private Units (including the Private Shares and the Private Rights) until 30 days after the completion of a Business Combination (the “ Private Placement Units Lock-up Period ”, together with the Founder Shares Lock-up Period, the “ Lock-up Periods ”).

(c) Notwithstanding the provisions
set forth in paragraphs 6(a) and 6(b), Transfers of the Founder Shares and Private Units (including the Private Shares and the Private
Rights), are permitted (a) to our officers, directors, advisors or consultants, any affiliate or family member of any of our or the underwriters’
officers, directors, advisors or consultants, any members or partners of the sponsor or their affiliates and funds and accounts advised
by such members or partners, any affiliates of the sponsor, or any employees of such affiliates, (b) in the case of an individual, as
a gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family,
an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution
upon death of such person; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or
transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the completion
window or in connection with the consummation of a business combination at prices no greater than the price at which the shares or warrants
were originally purchased; (f) pro rata distributions from our sponsor or the underwriters to their respective members, partners or shareholders
pursuant to our sponsor’s limited liability company agreement or other charter documents; (g) by virtue of the laws of the State
of Delaware or our sponsor’s limited liability company agreement upon dissolution of our sponsor or upon dissolution of any of the
underwriters, (h) in the event of our liquidation prior to our consummation of our initial business combination; (i) to a nominee or custodian
of a person or entity to whom a transfer would be permissible under clauses (a) through (g); or (j) to us for cancellation; provided,
however, that in the case of clauses (a) through (g) and clause (i) these permitted transferees must enter into a written agreement agreeing
to be bound by these transfer restrictions and the other restrictions contained in the letter agreements (the “ Permitted Transferees ”)
must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

7. The Sponsor and each Insider represents and warrants that it, he or she has never been suspended or expelled from membership in any securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked. Each Insider’s biographical information furnished to the Company, if any (including any such information included in the Prospectus), is true and accurate in all respects and does not omit any material information with respect to such Insider’s background. The Sponsor and each Insider’s questionnaire furnished to the Company, if any, is true and accurate in all respects. The Sponsor and each Insider represents and warrants that: it, he or she is not subject to or a respondent in any legal action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction; it, he or she has never been convicted of, or pleaded guilty to, any crime (i) involving fraud, (ii) relating to any financial transaction or handling of funds of another person, or (iii) pertaining to any dealings in any securities and it, he or she is not currently a defendant in any such criminal proceeding.

8. Except as disclosed in the Prospectus, neither the Sponsor nor any Insider nor any affiliate of the Sponsor or any Insider, nor any director or officer of the Company, shall receive from the Company any finder’s fee, reimbursement, consulting fee, monies in respect of any repayment of a loan or other compensation prior to, or in connection with any services rendered in order to effectuate the consummation of the Company’s initial Business Combination (regardless of the type of transaction that it is).

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9. The Sponsor and each Insider has full right and power, without violating any agreement to which it is bound (including, without limitation, any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Letter Agreement and, as applicable, to serve as an officer and/or director on the board of directors of the Company and hereby consents to being named in the Prospectus as an officer/and or director of the Company.

10. As used herein, (i) “ Business
Combination ” shall mean a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar
business combination, involving the Company and one or more businesses; (ii) “ Shares ” shall mean, the ordinary
share; (iii) “ Founder Shares ” shall mean the 2,466,750 ordinary shares, par value $0.0001 per share, issued
and outstanding immediately prior to the consummation of the Public Offering; (iv) “ Initial Shareholders ” shall
mean the Sponsor and any Insider that holds Founder Shares; (v) “ Private Units ” shall mean the 235,500 units
(or up to 241,125 units if the over-allotment option is exercised in full), each comprised of one ordinary share and one right, at a
purchase price of $10.00 per Private Unit, in a private placement that shall occur simultaneously with the consummation of the Public
Offering; (vi) “ Private Shares ” shall mean the ordinary shares underlying the Private Units, (vii) “ Public
Shareholders ” shall mean the holders of securities issued in the Public Offering; (viii) “ Trust Account ”
shall mean the trust fund into which a portion of the net proceeds of the Public Offering shall be deposited; and (ix) “ Transfer ”
shall mean the (a) sale or assignment of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase
or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position
or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange
Act of 1934, as amended, (the “ Exchange Act ”), and the rules and regulations of the Commission promulgated
thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part,
any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities,
in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b).

11. This Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. This Letter Agreement may not be changed, amended, modified or waived (other than to correct a typographical error) as to any particular provision, except by a written instrument executed by the Sponsor and each Insider that is the subject of any such change, amendment modification or waiver.

12. No party hereto may assign either this Letter Agreement or any of its rights, interests, or obligations hereunder without the prior written consent of the other parties. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee. This Letter Agreement shall be binding on the Sponsor and each Insider and their respective successors, heirs and assigns and Permitted Transferees.

13. This Letter Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

14. This Letter Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Letter Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Letter Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.

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15. This Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The parties hereto (i) all agree that any action, proceeding, claim or dispute arising out of, or relating in any way to, this Letter Agreement shall be brought and enforced in the courts of New York City, in the State of New York, and irrevocably submit to such jurisdiction and venue, which jurisdiction and venue shall be exclusive and (ii) waive any objection to such exclusive jurisdiction and venue or that such courts represent an inconvenient forum.

16. Any notice, consent or request to be given in connection with any of the terms or provisions of this Letter Agreement shall be in writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or facsimile transmission.

17. Each party hereto shall not be liable for any breaches or misrepresentations contained in this Letter Agreement by any other party to this Letter Agreement (including, for the avoidance of doubt, any Insider with respect to any other Insider), and no party shall be liable or responsible for the obligations of another party, including, without limitation, indemnification obligations and notice obligations.

18. This Letter Agreement shall terminate on the earlier of (i) the expiration of the Lock-up Periods or (ii) the liquidation of the Company; provided , however ; provided further that paragraph 3 of this Letter Agreement shall survive such liquidation.

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Sincerely, |

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Futurewave Capital Solution Limited |

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By: |
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Name: |
Daniel M.McCabe |

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Title: |
Member |

Acknowledged and Agreed: |
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Futurewave
Acquisition Corporation |
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By: |
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Name: |
Daniel M. McCabe |
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Title: |
Chief Executive Officer |
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### EX-23.3 - EXHIBIT 23.3
EX-23.3
6
futurewaveacq_ex23-3.htm
EXHIBIT 23.3

Exhibit 23.3

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Futurewave Acquisition Corporation

We hereby consent to the incorporation by reference of our report dated April 14, 2026 (except for Notes 2, 3, 4 and 6, which are dated
May 5, 2026, and 1, 7, and 9, which are dated May 26, 2026), relating to the financial statements of Futurewave Acquisition Corporation,
included the Registration Statement on Form S-1, and to any further amendments thereto.

We further consent to the reference to our firm
under the caption “Experts” in the Registration Statement.

Rowland Heights, California

May 26, 2026

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