Velos Acquisition I: securities offering (amended)

Cover page 6 changes

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As filed with the Securities and Exchange Commission on July 2 18 , 2024.

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Subject to Completion, dated July 2 18 , 2024

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This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one Class A ordinary share and one -third -half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as described herein. 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. The underwriters have a 45 -day option from the date of this prospectus to purchase up to an additional 3,750,000 units to cover over -allotments , if any.

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M3 -Brigade Sponsor V LLC (our "sponsor") and Cantor Fitzgerald & Co., the representative of the underwriters, have committed to purchase an aggregate of 4,833,333 8,150,000 private placement warrants (or 8,337,500 private placement warrants if the underwriters' over -allotment option is exercised in full), each exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, at a price of $1.50 $1.00 per warrant, or $7,250,000 $8,150,000 (or $8,337,500 private placement warrants if the underwriters' over -allotment option is exercised in full) in the aggregate in a private placement that will close simultaneously with the closing of this offering. Each private placement warrant is exercisable to purchase one Class A ordinary share at $11.50 per share.

Of those 4,833,333 8,150,000 private placement warrants (or 8,337,500 private placement warrants if the underwriters' over -allotment option is exercised in full), the sponsor has agreed to purchase up to 3,166,667 4,950,000 private placement warrants (or 5,043,750 private placement warrants if the underwriters' over -allotment option is exercised in full) and Cantor Fitzgerald & Co. has agreed to purchase 1,666,666 3,200,000 private placement warrants (or 3,293,750 private placement warrants if the underwriters' over -allotment option is exercised in full). Twenty institutional investors (none of which are affiliated with any member of our management, our sponsor or any other investor), which we refer to as the "non -managing sponsor investors" throughout this prospectus, have expressed an interest to purchase, indirectly through the purchase of non -managing sponsor membership interests, an aggregate of 2,833,333 4,250,000 private placement warrants at a price of $1.50 $1.00 per warrant ($4,250,000 in the aggregate) in a private placement that will close simultaneously with the closing of this offering. Subject to each non -managing sponsor investor purchasing, through the sponsor, the private placement warrants allocated to it in connection with the closing of this offering, the sponsor will issue membership interests at a nominal purchase price to the non -managing sponsor investors reflecting interests in an aggregate of 3,400,000 founder shares held by the sponsor. Membership interests reflecting interests in the remaining 3,787,500 founder shares held by the sponsor will be held by the Sponsor Manager (as defined herein).

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Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $250,000,000, $251,250,000, or $287,500,000 $288,937,500 if the underwriters' over -allotment option is exercised in full ($10.00 ($10.05 per unit in either case), will be deposited into a trust account located in the United States with Continental Stock Transfer & Trust Company acting as trustee and held as cash or invested only in (i) U.S. government treasury obligations 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 or (ii) an interest bearing bank demand deposit account or other accounts at a bank. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, if any, the proceeds from this offering and the sale of the private placement warrants 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 are unable to complete our initial business combination within the completion window, subject to applicable law, or (iii) the redemption of our public shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association to (A) modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not consummated an initial business combination within the completion window or (B) with respect to any other material provisions relating to shareholders' rights or pre -initial business combination activity. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders. The proceeds placed in the trust account and the interest earned thereon shall not be used to pay for possible excise tax or any other fees or taxes that may be levied on the Company on any redemptions or stock buybacks by the Company pursuant to any current, pending or future rules or laws, including without limitation any excise tax due under the Inflation Reduction Act of 2022.

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Prospectus summary 2 changes

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• "non -managing sponsor investors" means 20 institutional investors (none of which are affiliated with any member of our management, our sponsor or any other investor) that have expressed an interest to purchase (i) up to an aggregate of approximately $285,750,000 of the units in this offering at the offering price (assuming the exercise in full of the underwriter's over -allotment option) and (ii) through the sponsor, an aggregate of 2,833,333 4,250,000 private placement warrants at a price of $1.50 $1.00 per warrant (or $4,250,000 in the aggregate); subject to each non -managing sponsor investor purchasing, through the sponsor, the private placement warrants allocated to it in connection with the closing of this offering, the sponsor will issue membership interests at a nominal purchase price to the non -managing sponsor investors at the closing of this offering reflecting interests in an aggregate of 3,400,000 founder shares held by the sponsor. None of the non -managing sponsor investors has expressed to us an interest in purchasing more than 9.9% of the units to be sold in this offering;

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If we are unable to complete our initial business combination within 24 months from the closing of this offering, or by such earlier liquidation date as our board of directors may approve, from the closing of this offering, we will redeem 100% of the Class A ordinary shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon (less taxes payable and up to $100,000 of interest income to pay dissolution expenses), divided by the number of then issued and outstanding Class A ordinary shares, which redemption will constitute full and complete payment for the public shares and completely extinguish public shareholders' rights as shareholders (including the right to receive further liquidation or other distributions, if any), subject to our obligations under Cayman Islands law to provide for claims of creditors and subject to the other requirements of applicable law. We expect the pro rata redemption price to be approximately $10.00 $10.05 per public share (regardless of whether or not the underwriters exercise their over -allotment option), without taking into account any interest or other income earned on such funds. However, we cannot assure you that we will in fact be able to distribute such amounts as a result of claims of creditors, which may take priority over the claims of our public shareholders.

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The offering 13 changes

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one -third -half of one redeemable warrant.

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The units are expected to begin trading on or promptly after the date of this prospectus. The Class A ordinary shares and warrants comprising the units will begin separate trading on the 52 nd day following the date of this prospectus unless Cantor Fitzgerald & Co. informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8 -K described below and issued a press release announcing when such separate trading will begin. Once the Class A ordinary shares and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into Class A ordinary shares and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least three two units, you will not be able to receive or trade a whole warrant.

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Number of private placement warrants to be sold in a private placement simultaneously with this offering 4,833,333 8,150,000 Number of warrants to be outstanding after this offering and the private placement 13,166,666 20,650,000 (5) Exercisability:

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We have structured each unit to contain one -third -half of one warrant, with each whole warrant exercisable for one Class A ordinary share, as compared to units issued by some other similar special purpose acquisition companies which contain whole warrants exercisable for one share, in order to reduce the dilutive effect of the warrants upon completion of a business combination as compared to units that each contain a whole warrant to purchase one share, thus making us, we believe, a more attractive business combination partner for target businesses.

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(5) Comprised of 8,333,333 12,500,000 public warrants included in the units to be sold in this offering and 4,833,333 8,150,000 private placement warrants to be sold in the private placement.

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Our sponsor and Cantor Fitzgerald & Co. have committed, pursuant to written agreements, to purchase an aggregate of 4,833,333 8,150,000 private placement warrants (or 8,337,500 private placement warrants if the underwriters' over -allotment option is exercised in full), each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.50 $1.00 per warrant, or $7,250,000 $8,150,000 (or $8,337,500 if the underwriters' over -allotment option is exercised in full) in the aggregate, in a private placement that will close simultaneously with the closing of this offering. Of those 4,833,333 8,150,000 private placement warrants (or 8,337,500 private placement warrants if the underwriters' over -allotment option is exercised in full), the sponsor has agreed to purchase up to 3,166,667 4,950,000 private placement warrants (or 5,043,750 private placement warrants if the underwriters' over -allotment option is exercised in full). Cantor Fitzgerald & Co. has agreed to purchase 1,666,666 3,200,000 private placement warrants (or 3,293,750 private placement warrants if the underwriters' over -allotment option is exercised in full).

The non -managing sponsor investors have indicated an interest to purchase, indirectly through the purchase of non -managing sponsor membership interests, an aggregate of 2,833,333 4,250,000 private placement warrants at a price of $1.50 $1.00 per warrant ($4,250,000 in the aggregate) in a private placement that will close simultaneously with the closing of this offering. Subject to each non -managing sponsor investor purchasing, through our sponsor, the private placement warrants allocated to it in connection with the closing of this offering, our sponsor will issue membership interests at a nominal purchase price to the non -managing sponsor investors reflecting interests in an aggregate of 3,400,000 founder shares held by our sponsor. Membership interests reflecting interests in the remaining 3,787,500 founder shares held by the sponsor will be held by the Sponsor Manager.

The private placement warrants will also be worthless if we do not complete our initial business combination. A portion of the purchase price of the private placement warrants will be added to the proceeds from this offering to be held in the trust account such that at the time of closing of this offering $250,000,000 $251,250,000 (or $287,500,000 $288,937,500 if the underwriters exercise their over -allotment option in full) will be held in the trust account. The private placement warrants will be identical to the warrants sold in this offering except that, so long as they are held by our sponsor or its permitted transferees, the private placement warrants (i) may not (including the Class A ordinary shares issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of our initial business combination, (ii) will be entitled to registration rights and (iii) with respect to private placement warrants held by Cantor Fitzgerald & Co. and/or its designees, will not be exercisable more than five years from the commencement of sales in this offering in accordance with FINRA Rule 5110(g)(8). If we do not complete our initial business combination within the completion window, the private placement warrants will expire worthless.

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Nasdaq rules provide that at least 90% of the gross proceeds from this offering and the sale of the private placement warrants be deposited in a trust account. Of the net proceeds we will receive from this offering and the sale of the private placement warrants described in this prospectus, $250,000,000, $251,250,000, or $287,500,000 $288,937,500 if the underwriters' over -allotment option is exercised in full ($10.00 ($10.05 per unit in either case), will be deposited into a segregated trust account located in the United States at Morgan Stanley Wealth Management with Continental Stock Transfer & Trust Company acting as trustee, and held in cash or invested only in (i) U.S. government treasury obligations 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 or (ii) an interest bearing bank demand deposit account or other accounts at a bank, after deducting $5,000,000 in underwriting discounts and commissions payable upon the closing of this offering and an aggregate of $1,000,000 $750,000 to pay fees and expenses in connection with the closing of this offering and for working capital following the closing of this offering. The proceeds to be placed in the trust account include $11,250,000 (or up to $13,687,500 if the underwriters' over -allotment option is exercised in full) in deferred underwriting commissions.

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• the net proceeds of this offering and the sale of the private placement warrants not held in the trust account, which initially will be approximately $1,250,000 $1,150,000 in working capital after the payment of approximately $1,000,000 $750,000 in expenses relating to this offering; and • any 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; 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 our initial business combination. Up to $1,500,000 of such loans may be convertible into private placement warrants, at a price of $1.50 $1.00 per warrant, at the option of the lender.

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We will provide our public shareholders with the opportunity to redeem all or a portion of their 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 calculated 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 (less taxes payable), divided by the number of then outstanding public shares, subject to the limitations and on the conditions described herein. The redemption rights will also include the requirement that any beneficial owner on whose behalf a redemption right is being exercised must identify itself in order to validly redeem its shares. The amount in the trust account is initially anticipated to be $10.00 $10.05 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and any public shares they may acquire during or after this offering in connection with the completion of our initial business combination or an earlier redemption in connection with the commencement of the procedures to consummate the initial business combination if we determine it is desirable to facilitate the completion of the initial business combination.

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• Reimbursement for any out -of-pocket expenses related to our or our sponsor's organization or identifying, investigating, negotiating and completing an initial business combination; and • Repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into private placement warrants of the post -business combination entity at a price of $1.50 $1.00 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans.

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Indemnity by the sponsor in the event of liquidation without a business combination 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 other similar agreement or business combination agreement (except for the Company's independent auditors), reduce the amount of funds in the trust account to below the lesser of (i) $10.00 $10.05 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 $10.05 per share due to reductions in the value of the trust assets, less taxes payable, 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 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 Securities Act. However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our sponsor's only assets are securities of our company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the trust account, the funds available for our initial business combination and redemptions could be reduced to less than $10.00 $10.05 per public share.

Summary Financial Data 3 changes

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(1) The "as adjusted" calculation includes $250,000,000 $251,250,000 of cash held in trust from the proceeds of this offering and the sale of the private placement warrants, plus $1,250,000 $1,150,000 of cash held outside the trust account, including $450,000 to be used to pay for director and officer liability insurance premiums, plus $9,126 of actual shareholders' equity on March 31, 2024, less $11,250,000 of deferred underwriting commissions and $280,200 for the over -allotment liability.

(2) The "as adjusted" calculation equals $250,000,000 $251,250,000 of cash held in trust from the proceeds of this offering and the sale of the private placement warrants, plus $1,250,000 $1,150,000 in cash held outside the trust account, including $450,000 to be used to pay for director and officer liability insurance premiums, plus $9,126 of actual shareholders' equity on March 31, 2024.

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(5) Excludes 25,000,000 ordinary shares purchased in the public market which are subject to conversion in connection with our initial business combination. The "as adjusted" calculation equals the "as adjusted" total assets, less the "as adjusted" total liabilities, less the value of ordinary shares that may be converted in connection with our initial business combination ($10.00 ($10.05 per share).

Risks 1 change

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• 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 at such time is substantially less than $10.00 $10.05 per share.

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Risk factors 28 changes

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If we have not completed our initial business combination within such time period, we will cease all operations except for the purpose of winding up and, as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per -share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will constitute full and complete payment for the public shares and completely extinguish public shareholders' rights as shareholders (including the right to receive further liquidation or other distributions, if any), subject to our obligations under Cayman Islands law to provide for claims of creditors and subject to the other requirements of applicable law. Our amended and restated memorandum and articles of association provides that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law. In either such case, our public shareholders may receive only $10.00 $10.05 per public share, or less than $10.00 $10.05 per public share, on the redemption of their shares, and our warrants will expire worthless. See " — If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per -share redemption amount received by shareholders may be less than $10.00 $ 10.05 per public share " and other risk factors herein.

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Of the net proceeds of this offering, only $1,250,000 $1,150,000 will be available to us initially outside the trust account to fund our working capital requirements. We believe that, upon closing of this offering, the funds available to us outside of the trust account will be sufficient to allow us to operate for at least the duration of the completion window; however, we cannot assure you that our estimate is accurate. Of the funds available to us, we could use a portion of the funds available to us to pay fees to consultants to assist us with our search for a target business. We could also use a portion of the funds as a down payment or to fund a "no -shop " provision (a provision in letters of intent or merger agreements designed to keep target businesses from "shopping" around for transactions with other companies or investors on terms more favorable to such target businesses) with respect to a particular proposed business combination, although we do not have any current intention to do so. If we entered into a letter of intent or merger agreement where we paid for the right to receive exclusivity from a target business and were subsequently required to forfeit such funds (whether as a result of our breach or otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target business.

In the event that our offering expenses exceed our estimate of $1,000,000, $750,000, we may fund such excess with funds not to be held in the trust account. In such case, the amount of funds we intend to be held outside the trust account would decrease by a corresponding amount. The amount held in the trust account will not be impacted as a result of such increase or decrease. Conversely, in the event that the offering expenses are less than our estimate of $1,000,000, $750,000, the amount of funds we intend to be held outside the trust account would increase by a corresponding amount. If we are required to seek additional capital, we would need to borrow funds from our sponsor, management team or other third parties to operate or may be forced to liquidate.

Neither our sponsor, members of our management team nor any of their affiliates is under any obligation to advance funds to us in such circumstances. Any such advances would be repaid only from funds held outside the trust account or from funds released to us upon completion of our initial business combination. Up to $1,500,000 of such loans may be convertible into private placement warrants of the post -business combination entity at a price of $1.50 $1.00 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account. If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to liquidate the trust account. Consequently, our public shareholders may only receive an estimated $10.00 $10.05 per share, or possibly less, on our redemption of our public shares, and our warrants will expire worthless.

If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 $ 10.05 per share.

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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. 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. Upon redemption of our public shares, if we are unable to complete our initial business combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with our initial business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the 10 years following redemption. Accordingly, the per -share redemption amount received by public shareholders could be less than the $10.00 $10.05 per public share initially held in the trust account, due to claims of such creditors. Pursuant to the letter agreement the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part, 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 (except for the Company's independent auditors), or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.00 $10.05 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 $10.05 per public share due to reductions in the value of the trust assets, less taxes payable, 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 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 Securities Act. However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our sponsor's only assets are securities of our company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the trust account, the funds available for our initial business combination and redemptions could be reduced to less than $10.00 $10.05 per public share. In such event, we may not be able to complete our initial business combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. 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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In the event that the proceeds in the trust account are reduced below the lesser of (i) $10.00 $10.05 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 $10.05 per public share due to reductions in the value of the trust assets, in each case less taxes payable, and our sponsor asserts that it is unable to satisfy his obligations or that he has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not likely. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the trust account available for distribution to our public shareholders may be reduced below $10.00 $10.05 per public share.

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The proceeds held in the trust account may be held in cash or invested only in (i) U.S. government treasury obligations 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 or (ii) an interest bearing bank demand deposit account or other accounts at a bank. While short -term U.S. government treasury obligations currently yield a positive rate of interest, they have briefly yielded negative interest rates in recent years.

The securities in which we invest the funds held in the trust account could bear a negative rate of interest, which could reduce the interest income available for payment of taxes or reduce the value of the assets held in trust such that the per-share redemption amount received by public shareholders may be less than $10.00 $ 10.05 per public share.

The proceeds held in the trust account may be held in cash or invested only in (i) U.S. government treasury obligations 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 or (ii) an interest bearing bank demand deposit account or other accounts at a bank. While short -term U.S. government treasury obligations currently yield a positive rate of interest, they have briefly yielded negative interest rates in recent years. Central banks in Europe and Japan pursued interest rates below zero in recent years, and the Open Market Committee of the Federal Reserve has not ruled out the possibility that it may in the future adopt similar policies in the United States. In the event that we are unable to complete our initial business combination or make certain amendments to our amended and restated memorandum and articles of association, our public shareholders are entitled to receive their pro -rata share of the proceeds held in the trust account, plus any interest income, net of taxes paid or payable (less, in the case we are unable to complete our initial business combination, $100,000 of net interest for dissolution expenses). Negative interest rates could reduce the value of the assets held in trust such that the per -share redemption amount received by public shareholders may be less than $10.00 $10.05 per public share.

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In the adopting release for the 2024 SPAC Rules (as defined below), the SEC provided guidance that a SPAC's potential status as an "investment company" depends on a variety of factors, such as a SPAC's duration, asset composition, business purpose and activities and "is a question of facts and circumstances" requiring individualized analysis. If we were deemed to be subject to compliance with and regulation under the Investment Company Act, we would be subject to additional regulatory burdens and expenses for which we have not allotted funds. Unless we are able to modify our activities so that we would not be deemed an investment company, we would either register as an investment company or wind down and abandon our efforts to complete an initial business combination and instead liquidate the Company. As a result, our public shareholders may receive only approximately $10.00 $10.05 per public share, or less in certain circumstances, on the liquidation of our trust account and would be unable to realize the potential benefits of an initial business combination, including the possible appreciation of the combined company's securities, and our warrants would expire worthless.

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The situation is rapidly evolving as a result of these conflicts. The United States, the European Union, the United Kingdom and other countries may implement additional sanctions, export controls or other measures against Russia, Belarus and other countries, regions, officials, individuals or industries in the respective territories. Additionally, the evolving conflicts may expand to other countries and markets. Such sanctions and other measures, as well as the potential for expanded military activities, could adversely affect the global economy and financial markets and could adversely affect our ability to search for a business combination or finance such business combination, and the business, financial condition and results of operations of any target business with which we ultimately consummate a business combination may be materially adversely affected.

Additionally, the evolving conflicts may expand to other countries and markets. Such sanctions and other measures, as well as the potential for expanded military activities, could adversely affect the global economy and financial markets and could adversely affect our ability to search for a business combination or finance such business combination, and the business, financial condition and results of operations of any target business with which we ultimately consummate a business combination may be materially adversely affected.

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We may issue our shares to investors in connection with our initial business combination at a price which is less than $10.00 $ 10.05 or the prevailing market price of our shares at that time, which could dilute the interests of our existing shareholders and add costs.

In connection with our initial business combination, we may issue shares to investors in private placement transactions (so -called PIPE transactions) at a price of $10.00 $10.05 per share or which approximates the per -share amounts in our trust account at such time. Any such issuances of equity securities at a price that is less than $10.00 $10.05 or the prevailing market price of our shares at that time could be structured to ensure a return on investment to the investors and could dilute the interests of our existing shareholders in a manner that would not ordinarily occur in a traditional initial public offering and could result in both a reduction in the trading price of our shares to the price at which we issue such equity securities and fluctuations in the net tangible book value per share of the combined company's securities following the completion of our initial business combination. We may also provide price protection or other incentives, or issue convertible securities such as preferred equity or convertible debt, and the exercise or conversion price of those securities may be fixed or adjustable, and may be less, and potentially significantly less, than $10.00 $10.05 per share or the market price for our shares at such time. Such issuances could also result in additional transaction costs related to our initial business combination compared to a traditional initial public offering, including the placement fees associated with the engagement of a placement agent in connection with PIPE transactions.

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Prior to the initial investment in the company of $25,000 by the sponsor, the company had no assets, tangible or intangible. The purchase price of the founder shares was determined by dividing the amount of cash contributed to the company by the number of founder shares issued. The number of founder shares outstanding was determined based on the expectation that the total size of this offering would be a maximum of 28,750,000 units if the underwriters' over -allotment option is exercised in full, and therefore that such founder shares would represent 20% of the outstanding shares after this offering. Up to 937,500 of the founder shares will be surrendered for no consideration depending on the extent to which the underwriters' over -allotment is exercised. The founder shares will be worthless if we do not complete an initial business combination, except to the extent they receive liquidating distributions from assets outside of the trust account. In addition, our sponsor and Cantor Fitzgerald & Co., the representative of the underwriters, have committed to purchase an aggregate of 4,833,333 8,150,000 private placement warrants (or 8,337,500 private placement warrants if the underwriters' over -allotment option is exercised in full) for an aggregate purchase price of $7,250,000 $8,150,000 (or $1.50 $8,337,500 private placement warrants if the underwriters' over -allotment option is exercised in full) or $1.00 per warrant. Of those 4,833,333 8,150,000 private placement warrants (or 8,337,500 private placement warrants if the underwriters' over -allotment option is exercised in full), the sponsor has agreed to purchase up to 3,166,667 4,950,000 private placement warrants (or 5,043,750 private placement warrants if the underwriters' over -allotment option is exercised in full). Cantor Fitzgerald & Co. has agreed to purchase 1,666,666 3,200,000 private placement warrants (or 3,293,750 private placement warrants if the underwriters' over -allotment option is exercised in full).

The non -managing sponsor investors have indicated an interest to purchase, indirectly through the purchase of non -managing sponsor membership interests, an aggregate of 2,833,333 4,250,000 private placement warrants at a price of $1.50 $1.00 per warrant ($4,250,000 in the aggregate) in a private placement that will close simultaneously with the closing of this offering. Subject to each non -managing sponsor investor purchasing, through our sponsor, the private placement warrants allocated to it in connection with the closing of this offering, our sponsor will issue membership interests at a nominal purchase price to the non -managing sponsor investors reflecting interests in an aggregate of 3,400,000 founder shares held by our sponsor. Membership interests reflecting interests in the remaining 3,787,500 founder shares held by the sponsor will be held by the Sponsor Manager.

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We may only be able to complete one business combination with the proceeds of this offering and the sale of the private placement warrants, which will cause us to be solely dependent on a single business which may have a limited number of products or services. This lack of diversification may negatively impact our operations and profitability. The net proceeds from this offering and the private placement of warrants will provide us with $238,750,000 $ 240,000,000 (or $273,812,500 $ 275,250,000 if the underwriters' over-allotment option is exercised in full) that we may use to complete our initial business combination (after taking into account the $11,250,000, or up to $13,687,500 if the over-allotment option is exercised in full, of deferred underwriting commissions being held in the trust account).

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The difference between the public offering price per share (allocating all of the unit purchase price to the Class A ordinary share and none to the warrant included in the unit) and the pro forma net tangible book value per share of our Class A ordinary shares after this offering constitutes the dilution to you and the other investors in this offering. Our initial shareholders acquired the founder shares at a nominal price, significantly contributing to this dilution. Upon closing of this offering, and assuming no value is ascribed to the warrants included in the units, you and the other public shareholders will incur an immediate and substantial dilution of approximately 116.40% 116.60% (or $11.64 $11.66 per share, assuming no exercise of the underwriters' over -allotment option), the difference between the pro forma net tangible book value per share after this offering of $(1.64) $(1.66) and the initial offering price of $10.00 per unit. This dilution would increase to the extent that the anti -dilution provisions of the founder shares result in the issuance of Class A ordinary shares on a greater than one -to -one basis upon conversion of the founder shares at the time of our initial business combination. In addition, because of the anti -dilution protection in the founder shares, any equity or equity -linked securities issued in connection with our initial business combination would be disproportionately dilutive to our Class A ordinary shares.

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We are offering our units at an offering price of $10.00 per unit and the amount in our trust account is initially anticipated to be $10.00 $10.05 per public share, implying an initial value of $10.00 $10.05 per public share. However, prior to this offering, our sponsor paid a nominal aggregate purchase price of $25,000 for the founder shares, or approximately $0.004 per share. As a result, 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.

The following table shows the public shareholders' and our sponsor's investment per share and how these compare to the implied value of one Class A ordinary share upon the completion of our initial business combination. The following table assumes that (i) our valuation is $238,750,000 $240,000,000 (which is the amount we would have in the trust account for our initial business combination assuming the underwriters' over -allotment option is not exercised and following payment of the underwriters' deferred fee), (ii) no interest is earned on the funds held in the trust account, (iii) no public shares are redeemed in connection with our initial business combination and (iv) all founder shares are held by our initial shareholders upon completion of our initial business combination, and does not take into account other potential impacts on our valuation at the time of the initial business combination, such as (i) the value of our public and private placement warrants, (ii) the trading price of our Class A ordinary shares, (iii) the initial business combination transaction costs (other than the payment of $11,250,000 of deferred underwriting commissions), (iv) any equity issued or cash paid to the target's sellers, (v) any equity issued to other third party investors, or (vi) the target's business itself.

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Implied value per share upon consummation of initial business combination (3) $ 7.64 7.68 ____________ (1) While the public shareholders' investment is in both the public shares and the public warrants, for purposes of this table the full investment amount is ascribed to the public shares only.

(2) The total investment in the equity of the company by the sponsor and Cantor Fitzgerald & Co. is $7,275,000, $8,175,000, consisting of (i) $25,000 paid by the sponsor for the founder shares, (ii) $4,750,000 $4,950,000 paid by the sponsor for 3,166,667 4,950,000 private placement warrants and (iii) $2,500,000 $3,200,000 paid by Cantor Fitzgerald & Co. for 1,666,666 3,200,000 private placement warrants. For purposes of this table, the full investment amount is ascribed to the founder shares only.

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Based on these assumptions, each Class A ordinary share would have an implied value of $7.64 $7.68 per share upon completion of our initial business combination, representing an approximately 23.6% 23.2% decrease from the initial implied value of $10.00 $10.05 per public share. While the implied value of $7.64 $7.68 per Class A ordinary share upon completion of our initial business combination would represent a dilution to our public shareholders, this would represent a significant increase in value for our sponsor relative to the price it paid for each founder share. At $7.64 $7.68 per Class A ordinary share, the 6,250,000 Class A ordinary shares that the sponsor would own upon completion of our initial business combination (after automatic conversion of the 6,250,000 founder shares) would have an aggregate implied value of approximately $47.75 $48.0 million. As a result, even if the trading price of our Class A ordinary shares significantly declines, the value of the founder shares held by our sponsor will be significantly greater than the amount our sponsor paid to purchase such shares. In addition, our sponsor could potentially recoup its entire investment in our company even if the trading price of our Class A ordinary shares after the initial business combination is as low as $1.16 $1.31 per share. As a result, our sponsor is likely to earn a substantial profit on its investment in us upon disposition of its Class A ordinary shares even if the trading price of our Class A ordinary shares declines after we complete our initial business combination. Our sponsor may therefore be economically incentivized to complete an initial business combination with a riskier, weaker -performing or less -established target business than would be the case if our sponsor had paid the same per share price for the founder shares as our public shareholders paid for their public shares.

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An investment in this offering may result in uncertain U.S. federal income tax consequences. For instance, because there are no authorities that directly address instruments similar to the units we are issuing in this offering, the allocation an investor makes with respect to the purchase price of a unit between the Class A ordinary share and the one -third -half of a warrant to purchase one Class A ordinary share included in each unit could be challenged by the U.S. Internal Revenue Service ("IRS") or courts. In addition, the U.S. federal income tax consequences of a cashless exercise of warrants included in the units we are issuing in this offering is unclear under current law. Finally, it is unclear whether the redemption rights with respect to our Class A ordinary shares suspend the running of a U.S. Holder's (as defined in section titled " Taxation — U.S. federal income tax Considerations — U.S. Holders ") holding period for purposes of determining whether any gain or loss realized by such holder on the sale or exchange of Class A ordinary shares is long -term capital gain or loss and for determining whether any dividend we pay would be considered "qualified dividend income" for U.S. federal income tax purposes. See the section titled " Taxation — U.S. federal income tax Considerations " for a summary of the U.S. federal income tax considerations of an investment in our securities. Prospective investors are urged to consult their tax advisors with respect to these and other tax consequences when acquiring, owning or disposing of our securities.

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We will be issuing warrants to purchase 8,333,333 12,500,000 of our Class A ordinary shares (or up to 9,583,333 14,375,000 Class A ordinary shares if the underwriters' over -allotment option is exercised in full) as part of the units offered by this prospectus and, simultaneously with the closing of this offering, we will be issuing in a private placement an aggregate of 4,833,333 8,150,000 private placement warrants (or 8,337,500 private placement warrants if the underwriters' over -allotment option is exercised in full), at $1.50 $1.00 per warrant. In addition, if the sponsor makes any working capital loans, it may convert those loans into up to an additional 1,000,000 1,500,000 private placement warrants, at the price of $1.50 $1.00 per warrant. To the extent we issue ordinary shares to effectuate a business transaction, the potential for the issuance of a substantial number of additional Class A ordinary shares upon exercise of these warrants could make us a less attractive acquisition vehicle to a target business. Such warrants, when exercised, will increase the number of issued and outstanding Class A ordinary shares and reduce the value of the Class A ordinary shares issued to complete the business transaction. Therefore, our warrants may make it more difficult to effectuate a business transaction or increase the cost of acquiring the target business.

Because each unit contains one-third one-half of one warrant and only a whole warrant may be exercised, the units may be worth less than units of other special purpose acquisition companies.

Each unit contains one -third -half of one warrant. Pursuant to the warrant agreement, no fractional warrants will be issued upon separation of the units, and only whole units will trade. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round down to the nearest whole number the number of Class A ordinary shares to be issued to the warrant holder. This is different from other offerings similar to ours whose units include one ordinary share and one whole warrant to purchase one share. We have established the components of the units in this way in order to reduce the dilutive effect of the warrants upon completion of a business combination since the warrants will be exercisable in the aggregate for one -third -half of the number of shares compared to units that each contain a whole warrant to purchase one share, thus making us, we believe, a more attractive merger partner for target businesses. Nevertheless, this unit structure may cause our units to be worth less than if it included a whole warrant to purchase one share.

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Use of proceeds 5 changes

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Gross proceeds from private placement warrants offered in the private placement $ 7,250,000 8,150,000 $ 7,250,000 8,337,500 Total gross proceeds $ 257,250,000 258,150,000 $ 294,750,000 295,837,500 Offering expenses (2) Underwriting commissions (2.0% of gross proceeds from units offered to public, excluding any proceeds from units sold pursuant to the over-allotment option and excluding deferred portion) (3) $ 5,000,000 $ 5,000,000 Legal fees and expenses 400,000 400,000 Printing and engraving expenses 50,000 50,000 Trustee fees and expenses 40,000 40,000 Accounting fees and expenses 60,000 60,000 SEC/FINRA expenses 95,000 95,000 Travel and road show expenses 7,000 7,000 Nasdaq listing fees 75,000 75,000 Miscellaneous 273,000 273,000 23,000 23,000 Total offering expenses (other than underwriting commissions) $ 1,000,000 750,000 $ 1,000,000 750,000 Proceeds after offering expenses $ 251,250,000 252,400,000 $ 288,750,000 290,087,500 Held in trust account (3) $ 250,000,000 251,250,000 $ 287,500,000 288,937,500 % of public offering size 100.5 % 100.5 % Not held in trust account $ 1,250,000 1,150,000 $ 1,250,000 1,150,000 The following table shows the use of the approximately $1,250,000 $1,150,000 of net proceeds not held in the trust account: (4) Amount % of Total Accounting, due diligence, travel, and other expenses in connection with any business combination (5)(6) $ 50,000 4.0 4.3 % Legal and accounting fees related to regulatory reporting obligations 175,000 14.0 15.2 % Nasdaq and other regulatory fees 75,000 6.0 6.5 % Payment for office space, secretarial and administrative services 487,500 39.0 330,000 28.7 % Directors and officers liability insurance 450,000 36.0 39.1 % Working capital to cover miscellaneous 12,500 1.0 70,000 6.1 % Total $ 1,250,000 1,150,000 100.0 % ____________ (1) Includes amounts payable to public shareholders who properly redeem their shares in connection with our successful completion of our initial business combination.

(2) A portion of the offering expenses have been paid from the proceeds of loans from our sponsor of up to $300,000 as described in this prospectus. These loans will be repaid upon completion of this offering out of the $1,000,000 $750,000 of offering proceeds that has been allocated for the payment of offering expenses other than underwriting commissions. In the event that offering expenses are less than set forth in this table, any such amounts will be used for post -closing working capital expenses.

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Nasdaq rules provide that at least 90% of the gross proceeds from this offering and the sale of the private placement warrants be deposited in a trust account. Of the $257,250,000 $258,150,000 in gross proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, or $294,750,000 $295,837,500 if the underwriters' over -allotment option is exercised in full, $250,000,000 ($10.00 $251,250,000 ($10.05 per unit), or $287,500,000 $288,937,500 if the underwriters' over -allotment option is exercised in full ($10.00 ($10.05 per unit), will be deposited into a trust account in the United States with Continental Stock Transfer & Trust Company acting as trustee, after deducting $5,000,000 underwriting discounts and commissions payable upon the closing of this offering and an aggregate of $2,250,000 $1,900,000 to pay fees and expenses in connection with the closing of this offering and for working capital following the closing of this offering. The proceeds held in the trust account will be held as cash or invested only in (i) U.S. government treasury bills 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 or (ii) an interest bearing bank demand deposit account or other accounts at a bank. We expect that the interest earned on the trust account will be sufficient to pay income taxes. We will not be permitted to withdraw any of the principal or interest held in the trust account, except for the withdrawal of interest to pay our taxes and up to $100,000 to pay dissolution expenses, as applicable, if any, until the earliest of (i) the completion of our initial business combination, (ii) the redemption of our public shares if we are unable to complete our initial business combination within the completion window, subject to applicable law, or (iii) the redemption of our public shares properly submitted in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not consummated our initial business combination within the completion window or (B) with respect to any other material provisions relating to shareholders' rights or pre -initial business combination activity.

2 unchanged paragraphs

Prior to the closing of this offering, our sponsor has agreed to loan us up to $300,000 to be used for a portion of the expenses of this offering. These loans are non -interest bearing, unsecured and are due at the earlier of December 31, 2024 or the closing of this offering. The loan will be repaid upon the closing of this offering out of the $1,000,000 $750,000 of offering proceeds that has been allocated to the payment of offering expenses.

In addition, in order to finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete our initial business combination, we would repay such loaned amounts. In the event that our initial business combination does not close, we may use amounts held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used to repay such loaned amounts. Up to $1,500,000 of such loans may be convertible into private placement warrants of the post business combination entity at a price of $1.50 $1.00 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants. Except as set forth above, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.

1 unchanged paragraph

Dilution 4 changes

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At March 31, 2024 our net tangible book deficit was $90,420, or approximately $(0.01) per ordinary share (or $(0.01) per ordinary share if the underwriters' over -allotment option is exercised in full). After giving effect to the sale of 25,000,000 Class A ordinary shares included in the units we are offering by this prospectus (or 28,750,000 Class A ordinary shares if the underwriters' over -allotment option is exercised in full), the sale of the private placement warrants and the deduction of underwriting commissions and estimated expenses of this offering, our pro forma net tangible book value at March 31, 2024 would have been $(10,271,074) $(10,371,074) or $(1.64) $(1.66) per share (or $(1.73) $(1.74) per share if the underwriters' over -allotment option is exercised in full), representing an immediate increase in net tangible book value (as decreased by the value of 25,000,000 Class A ordinary shares that may be redeemed for cash, or 28,750,000 Class A ordinary shares if the underwriters' over -allotment option is exercised in full) of $(1.63) $(1.65) per share (or $(1.72) $(1.73) if the underwriters' over -allotment option is exercised in full) to our initial shareholders as of the date of this prospectus and an immediate dilution to public shareholders from this offering of $(11.64) per share. Total dilution to public shareholders from this offering will be $11.64 $11.66 per share (or $11.73 $11.74 if the underwriters' over -allotment option is exercised in full).

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Pro forma net tangible book value after this offering and the sale of the private placement warrants (1.64 (1.73 (1.66 (1.74 ) Dilution to public shareholders $ 11.64 11.66 $ 11.73 11.74 Percentage of dilution to public shareholders 116.40 116.60 % 117.30 117.40 % For purposes of presentation, we have reduced our pro forma net tangible book value after this offering (assuming no exercise of the underwriters' over -allotment option) by $250,000,000 because holders of our public shares may exercise their redemption rights at a per share redemption price equal to the amount in the trust account as set forth in our tender offer or proxy materials (initially anticipated to be the aggregate amount held in trust two business days prior to the commencement of our tender offer or shareholders meeting, including interest earned on the funds held in the trust account (less taxes payable)), divided by the number of Class A ordinary shares sold in this offering.

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Net proceeds from this offering and sale of the private placement warrants (1) 251,250,000 288,750,000 252,400,000 290,087,500 Plus: Offering costs paid in advance, excluded from tangible book value before this offering 99,546 99,546 Less: Deferred underwriting commissions (11,250,000 ) (13,687,500 ) Less: Over-allotment liability (280,200 ) — Less: Proceeds held in trust subject to redemption (2) $ (250,000,000 (251,250,000 ) $ (287,500,000 (288,937,500 ) $ (10,271,074 (10,371,074 ) $ (12,428,374 (12,528,374 ) Denominator:

1 unchanged paragraph

Class B ordinary shares forfeited if over-allotment is not exercised (937,500 ) — Class A ordinary shares included in the units offered 25,000,000 28,750,000 Less: Ordinary shares subject to redemption (25,000,000 ) (28,750,000 ) 6,250,000 7,187,500 ____________ (1) Expenses applied against gross proceeds include offering expenses to be capitalized of $1,000,000 $750,000 (not including $450,000 for director and officer liability insurance premiums to be paid upon closing of this offering, which amount is not an offering expense to be capitalized) and underwriting commissions of $5,000,000. See " Use of Proceeds ."

2 unchanged paragraphs

Capitalization 1 change

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Class A ordinary shares, subject to redemption, 0 and 25,000,000 shares which are subject to possible redemption, actual and as adjusted, respectively (2) — 250,000,000 251,250,000 Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding, actual and as adjusted, respectively — — Class A ordinary shares, $0.0001 par value, 200,000,000 shares authorized; 0 shares issued and outstanding, actual and as adjusted, respectively — — Class B ordinary shares, $0.0001 par value, 20,000,000 shares authorized, 7,187,500 and 6,250,000 shares issued and outstanding, actual and as adjusted, respectively (3) Additional paid-in capital 24,281 — Accumulated deficit (15,874 ) (10,271,699 (10,371,699 ) Total shareholders' equity (deficit) $ 9,126 $ (10,271,074 (10,371,074 ) Total capitalization $ 9,126 $ 251,259,126 252,409,126 ____________ (1) Our sponsor may loan us up to $300,000 under an unsecured promissory note to be used for a portion of the expenses of this offering. The "as adjusted" information gives effect to the repayment of any loans received from our sponsor out of the proceeds from this offering and the sale of the private placement warrants. As of March 31, 2024, we had no borrowings under the promissory note with our sponsor.

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MD&A 6 changes

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We estimate that the net proceeds from the sale of the units in this offering and the sale of the private placement warrants for an aggregate purchase price of $7,250,000, $8,150,000 (or $8,337,500 if the underwriters' over -allotment option is exercised in full), after deducting offering expenses of approximately $1,000,000 $750,000 and underwriting commissions of $5,000,0000 (excluding deferred underwriting commissions of $11,250,000, or $13,687,500 if the underwriters' over -allotment option is exercised in full), will be $251,250,000 (or $288,750,000 if the underwriters' over -allotment option is exercised in full). $250,000,000 $251,250,000 (or $287,500,000 $288,937,500 if the underwriters' over -allotment option is exercised in full) will be held in the trust account, which includes the deferred underwriting commissions described above. The proceeds held in the trust account will be held as cash or invested only in (i) U.S. government treasury obligations 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 or (ii) an interest bearing bank demand deposit account or other accounts at a bank. The remaining approximately $1,250,000 $1,150,000 will not be held in the trust account. In the event that our offering expenses exceed our estimate of $1,000,000, $750,000, we may fund such excess with funds not to be held in the trust account. In such case, the amount of funds we intend to be held outside the trust account would decrease by a corresponding amount. Conversely, in the event that the offering expenses are less than our estimate of $1,000,000, $750,000, the amount of funds we intend to be held outside the trust account would increase by a corresponding amount.

1 unchanged paragraph

Prior to the completion of our initial business combination, we will have available to us the approximately $1,250,000 $1,150,000 of proceeds held outside the trust account (assuming our offering expenses are as expected). We will use these funds to primarily identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a business combination.

We do not believe we will need to raise additional funds following this offering in order to meet the expenditures required for operating our business prior to our initial business combination. However, if our estimates of the costs of identifying a target business, undertaking in -depth due diligence and negotiating an initial business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial business combination. In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete our initial business combination, we would repay such loaned amounts. In the event that our initial business combination does not close, we may use amounts held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into private placement warrants of the post business combination entity at a price of $1.50 $1.00 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants. The terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.

We expect our primary liquidity requirements during that period to include approximately $50,000 for legal, accounting, due diligence, travel and other expenses associated with structuring, negotiating and documenting successful business combinations; $175,000 for legal and accounting fees related to regulatory reporting requirements; $75,000 for Nasdaq and other regulatory fees; approximately $450,000 for directors' and officers' liability insurance; and approximately $12,500 $70,000 for general working capital that will be used for miscellaneous expenses and reserves. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees.

17 unchanged paragraphs

The sponsor and Cantor Fitzgerald & Co. have committed, to, pursuant to written agreements, to purchase an aggregate of 4,833,333 8,150,000 private placement warrants (or 8,337,500 private placement warrants if the underwriters' over -allotment option is exercised in full), each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.50 $1.00 per warrant, or $7,250,000 $8,150,000 (or $8,337,500 if the underwriters' over -allotment option is exercised in full) in the aggregate in a private placement that will close simultaneously with the closing of this offering. Of those 4,833,333 8,150,000 private placement warrants (or 8,337,500 private placement warrants if the underwriters' over -allotment option is exercised in full), the sponsor has agreed to purchase up to 3,166,667 4,950,000 private placement warrants (or 5,043,750 private placement warrants if the underwriters' over -allotment option is exercised in full). Cantor Fitzgerald & Co. has agreed to purchase 1,666,666 3,200,000 private placement warrants (or 3,293,750 private placement warrants if the underwriters' over -allotment option is exercised in full). The non -managing sponsor investors have indicated an interest to purchase, indirectly through the purchase of non -managing sponsor membership interests, an aggregate of 2,833,333 4,250,000 private placement warrants at a price of $1.50 $1.00 per warrant ($4,250,000 in the aggregate) in a private placement that will close simultaneously with the closing of this offering. Subject to each non -managing sponsor investor purchasing, through our sponsor, the private placement warrants allocated to it in connection with the closing of this offering, our sponsor will issue membership interests at a nominal purchase price to the non -managing sponsor investors reflecting interests in an aggregate of 3,400,000 founder shares held by our sponsor. Membership interests reflecting interests in the remaining 3,787,500 founder shares held by the sponsor will be held by the Sponsor Manager.

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In addition, in order to finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required on a non -interest basis. If we complete an initial business combination, we would repay such loaned amounts. In the event that the initial business combination does not close, we may use amounts held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into private placement warrants of the post business combination entity at a price of $1.50 $1.00 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants. Except as set forth above, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.

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Proposed Business 13 changes

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With funds available for a business combination initially in the amount of $238,750,000, $240,000,000, after payment of $11,250,000 of deferred underwriting fees (or $273,812,500 $275,250,000 assuming no redemptions and after payment of $13,687,500 of deferred underwriting fees if the underwriters' over -allotment option is exercised in full), we offer a target business a variety of options, such as creating a liquidity event for its owners, providing capital for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt ratio. Because we are able to complete our initial business combination using our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to the target business to fit its needs and desires. However, we have not taken any steps to secure third party financing and there can be no assurance it will be available to us.

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Please see " Risk Factors — If we seek shareholder approval of our initial business combination, our sponsor, initial shareholders, directors, officers, advisors and their affiliates may elect to purchase shares or public warrants from public shareholders, which may influence a vote on a proposed business combination and reduce the public "float" of our Class A ordinary shares or public warrants. " Redemption Rights for Public Shareholders upon Completion of Our Initial Business Combination We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary 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 calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account (less taxes payable), divided by the number of then outstanding public shares, subject to the limitations and on the conditions described herein. The redemption rights will also include the requirement that any beneficial owner on whose behalf a redemption right is being exercised must identify itself in order to validly redeem its shares. The amount in the trust account is initially anticipated to be $10.00 $10.05 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and any public shares they may hold in connection with the completion of our initial business combination or an earlier redemption in connection with the commencement of the procedures to consummate the initial business combination if we determine it is desirable to facilitate the completion of the initial business combination. The non -managing sponsor investors are not required to (i) hold any units, Class A ordinary shares or public warrants they may purchase in this offering or thereafter for any amount of time, (ii) vote any Class A ordinary shares they may own at the applicable time in favor of our initial business combination or (iii) refrain from exercising their right to redeem their public shares at the time of our initial business combination. The non -managing sponsor investors will have the same rights to the funds held in the trust account with respect to the Class A ordinary shares underlying the units they may purchase in this offering as the rights afforded to our other public shareholders.

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We expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the approximately $1,250,000 $1,150,000 of proceeds held outside the trust account, although we cannot assure you that there will be sufficient funds for such purpose. However, if those funds are not sufficient to cover the costs and expenses associated with implementing our plan of dissolution, to the extent that there is any interest accrued in the trust account not required to pay income taxes on interest income earned on the trust account balance, we may request the trustee to release to us an additional amount of up to $100,000 of such accrued interest to pay those costs and expenses.

If we were to expend all of the net proceeds of this offering and the sale of the private placement warrants, other than the proceeds deposited in the trust account, and without taking into account interest, if any, earned on the trust account, the per -share redemption amount received by shareholders upon our dissolution would be approximately $10.00. $10.05. The proceeds deposited in the trust account could, however, become subject to the claims of our creditors which would have higher priority than the claims of our public shareholders. We cannot assure you that the actual per -share redemption amount received by shareholders will not be substantially less than $10.00. $10.05. While we intend to pay such amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide for all creditors' claims.

Although we will seek to have all vendors, service providers, 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 consider whether competitive alternatives are reasonably available to us and will only enter into an agreement with such third party if management believes that such third party's engagement would be in the best interests of the company under the circumstances. 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. Withum Smith+Brown, PC, our independent registered public accounting firm, and the underwriters of this offering 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 order to protect the amounts held in the trust account, 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 (except for the Company's independent auditors), or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.00 $10.05 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 $10.05 per share due to reductions in the value of the trust assets, less taxes payable, 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 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 Securities Act. However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our sponsor's only assets are securities of our company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the trust account, the funds available for our initial business combination and redemptions could be reduced to less than $10.00 $10.05 per public share. In such event, we may not be able to complete our initial business combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

In the event that the proceeds in the trust account are reduced below the lesser of (i) $10.00 $10.05 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 $10.05 per share due to reductions in the value of the trust assets, in each case less taxes payable, and our sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not likely. 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 $10.05 per share.

We will seek to reduce the possibility that our sponsor will have to indemnify the trust account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account. Our sponsor will also not be liable as to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. We will have access to up to approximately $1,250,000 $1,150,000 from the proceeds of this offering with which to pay any such potential claims (including costs and expenses incurred in connection with our dissolution, currently estimated to be no more than approximately $100,000). In the event that we liquidate and it is subsequently determined that the reserve for claims and liabilities is insufficient, shareholders who received funds from our trust account could be liable for claims made by creditors. In the event that our offering expenses exceed our estimate of $1,000,000 $750,000 we may fund such excess with funds from the funds not to be held in the trust account. In such case, the amount of funds we intend to be held outside the trust account would decrease by a corresponding amount. Conversely, in the event that the offering expenses are less than our estimate of $1,000,000, $750,000, the amount of funds we intend to be held outside the trust account would increase by a corresponding amount.

If we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency 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 $10.05 per share to our public shareholders. Additionally, if we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency 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 or insolvency court could seek to recover some or all amounts received by our shareholders. Furthermore, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, by paying public shareholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons.

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Redemptions at the time of our initial business combination may be made pursuant to a tender offer or in connection with a shareholder vote. The redemption price will be the same whether we conduct redemptions pursuant to a tender offer or in connection with a shareholder vote. In either case, our public shareholders may redeem their public shares for cash equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination (which is initially anticipated to be $10.00 $10.05 per share), including interest earned on the funds held in the trust account (less taxes payable), divided by the number of then outstanding public shares, subject to the limitation that no redemptions will take place if all of the redemptions would cause to be unable to satisfy any limitations (including but not limited to cash requirements) agreed to in connection with the negotiation of terms of a proposed business combination.

1 unchanged paragraph

If we are unable to complete our initial business combination within the completion window, we will redeem all public shares at a per -share price, payable in cash, equal to the aggregate amount, then on deposit in the trust account (which is initially anticipated to be $10.00 $10.05 per share), including interest earned on the funds held in the trust account and not previously released to us (less taxes payable and up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding public shares.

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$250,000,000 $251,250,000 of the net proceeds of this offering and the sale of the private placement warrants will be deposited into a trust account located in the United States with Continental Stock Transfer & Trust Company acting as trustee.

1 unchanged paragraph

$250,000,000 $251,250,000 of the net proceeds of this offering and the sale of the private placement warrants held in trust will be held as cash or invested only in (i) U.S. government treasury obligations 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 or (ii) an interest bearing bank demand deposit account or other accounts at a bank.

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Interest on proceeds from the trust account to be paid to shareholders is reduced by (i) any taxes paid or payable and (ii) in the event of our liquidation for failure to complete our initial business combination within the allotted time, up to $100,000 of net interest that may be released to us should we have no or insufficient working capital to fund the costs and expenses of our dissolution and liquidation.

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Principal stockholders 4 changes

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(6) The non -managing Sponsor investors have expressed to us an interest in purchasing (i) up to an aggregate of approximately $285,750,000 of the units in this offering at the offering price (assuming the exercise in full of the underwriter's over -allotment option) and (ii) through our sponsor, an aggregate of 2,833,333 4,250,000 private placement warrants at a price of $1.50 $1.00 per warrant ($4,250,000 in the aggregate); subject to each non -managing sponsor investor purchasing, through our sponsor, the private placement warrants allocated to it in connection with the closing of this offering, our sponsor will issue membership interests at a nominal purchase price to the non -managing sponsor investors at the closing of this offering reflecting interests in an aggregate of 3,400,000 founder shares held by our sponsor. The non -managing sponsor investors are not granted any shareholder or other rights in addition to those afforded to our other public shareholders, and will only be issued membership interests in our sponsor, with no right to control our sponsor or vote or dispose of any securities held by our sponsor, including the founder shares held by our sponsor. Membership interests reflecting interests in the remaining 3,787,500 founder shares held by the sponsor will be held by the Sponsor Manager.

1 unchanged paragraph

Our sponsor and Cantor Fitzgerald & Co., the representative of the underwriters, have committed, pursuant to written agreements, to purchase an aggregate of 4,833,333 8,150,000 private placement warrants (or 8,337,500 private placement warrants if the underwriters' over -allotment option is exercised in full), each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.50 $1.00 per warrant, or $7,250,000 $8,150,000 (or $8,337,500 if the underwriters' over -allotment option is exercised in full) in the aggregate in a private placement that will occur simultaneously with the closing of this offering. Of those 4,833,333 8,150,000 private placement warrants (or 8,337,500 private placement warrants if the underwriters' over -allotment option is exercised in full), the sponsor has agreed to purchase up to 3,166,667 4,950,000 private placement warrants (or 5,043,750 private placement warrants if the underwriters' over -allotment option is exercised in full). Cantor Fitzgerald & Co. has agreed to purchase 1,666,666 3,200,000 private placement warrants (or 3,293,750 private placement warrants if the underwriters' over -allotment option is exercised in full). The non -managing sponsor investors have indicated an interest to purchase, indirectly through the purchase of non -managing sponsor membership interests, an aggregate of 2,833,333 4,250,000 private placement warrants at a price of $1.50 $1.00 per warrant ($4,250,000 in the aggregate) in a private placement that will close simultaneously with the closing of this offering. Subject to each non -managing sponsor investor purchasing, through our sponsor, the private placement warrants allocated to it in connection with the closing of this offering, our sponsor will issue membership interests at a nominal purchase price to the non -managing sponsor investors reflecting interests in an aggregate of 3,400,000 founder shares held by our sponsor. Membership interests reflecting interests in the remaining 3,787,500 founder shares held by the sponsor will be held by the Sponsor Manager.

The private placement warrants will be identical to the warrants sold in this offering except that, so long as they are held by our sponsor or its permitted transferees, the private placement warrants (i) may not (including the Class A ordinary shares issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of our initial business combination, (ii) will be entitled to registration rights and (iii) with respect to private placement warrants held by Cantor Fitzgerald & Co. and/or its designees, will not be exercisable more than five years from the commencement of sales in this offering in accordance with FINRA Rule 5110(g)(8). A portion of the purchase price of the private placement warrants will be added to the proceeds from this offering to be held in the trust account such that at the time of closing of this offering $250,000,000 $251,250,000 (or $287,500,000 $288,937,500 if the underwriters exercise their over -allotment option in full) will be held in the trust account. If we do not complete our initial business combination within the completion window, the private placement warrants will expire worthless. The private placement warrants are subject to the transfer restrictions described below.

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The holders of the (i) founder shares, which were issued in a private placement prior to the closing of this offering, (ii) private placement warrants which will be issued in a private placement simultaneously with the closing of this offering and the Class A ordinary shares underlying such private placement warrants and (iii) private placement warrants and warrants that may be issued upon conversion of working capital loans will have registration rights to require us to register a sale of any of our securities held by them and any other securities of the company acquired by them prior to the consummation of our initial business combination pursuant to a registration rights agreement to be signed prior to or on the effective date of this offering. Pursuant to the registration rights agreement and assuming the underwriters exercise their over -allotment option in full and $1,500,000 of working capital loans are converted into private placement warrants, we will be obligated to register up to 13,520,833 17,025,000 Class A ordinary shares and 6,833,333 9,837,500 warrants. The number of Class A ordinary shares includes (i) 7,187,500 Class A ordinary shares to be issued upon conversion of the founder shares, (ii) 4,833,333 8,337,500 Class A ordinary shares underlying the private placement warrants and (iii) 1,000,000 1,500,000 Class A ordinary shares underlying the private placement warrants issued upon conversion of working capital loans. The number of warrants includes up to 4,833,333 8,337,500 private placement warrants and 1,000,000 1,500,000 private placement warrants issued upon the conversion of working capital loans. The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain "piggy -back " registration rights with respect to registration statements filed subsequent to our completion of our initial business combination. Notwithstanding anything to the contrary, Cantor Fitzgerald & Co. may only make a demand on one occasion and only during the five -year period beginning on the effective date of the registration statement of which this prospectus forms a part. In addition, Cantor Fitzgerald & Co. may participate in a "piggy -back " registration only during the seven -year period beginning on the effective date of the registration statement of which this prospectus forms a part. We will bear the expenses incurred in connection with the filing of any such registration statements.

Related-party transactions 2 changes

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Our sponsor and Cantor Fitzgerald & Co., the representative of the underwriters of this offering, have committed, to, pursuant to written agreements, to purchase an aggregate of 4,833,333 8,150,000 private placement warrants (or 8,337,500 private placement warrants if the underwriters' over -allotment option is exercised in full), each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.50 $1.00 per warrant, or $7,250,000 $8,150,000 (or $8,337,500 if the underwriters' over -allotment option is exercised in full) in the aggregate in a private placement that will close simultaneously with the closing of this offering. Of those 4,833,333 8,150,000 private placement warrants (or 8,337,500 private placement warrants if the underwriters' over -allotment option is exercised in full), the sponsor has agreed to purchase up to 3,166,667 4,950,000 private placement warrants (or 5,043,750 private placement warrants if the underwriters' over -allotment option is exercised in full). Cantor Fitzgerald & Co. has agreed to purchase 1,666,666 3,200,000 private placement warrants (or 3,293,750 private placement warrants if the underwriters' over -allotment option is exercised in full). The non -managing sponsor investors have indicated an interest to purchase, indirectly through the purchase of non -managing sponsor membership interests, an aggregate of 2,833,333 4,250,000 private placement warrants at a price of $1.50 $1.00 per warrant ($4,250,000 in the aggregate) in a private placement that will close simultaneously with the closing of this offering. Subject to each non -managing sponsor investor purchasing, through our sponsor, the private placement warrants allocated to it in connection with the closing of this offering, our sponsor will issue membership interests at a nominal purchase price to the non -managing sponsor investors reflecting interests in an aggregate of 3,400,000 founder shares held by our sponsor. Membership interests reflecting interests in the remaining 3,787,500 founder shares held by the sponsor will be held by the Sponsor Manager.

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In addition, in order to finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required on a non -interest basis. If we complete an initial business combination, we would repay such loaned amounts. In the event that the initial business combination does not close, we may use amounts held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into private placement warrants of the post business combination entity at a price of $1.50 $1.00 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants. Except as set forth above, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.

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Description of the securities 4 changes

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Each unit has an offering price of $10.00 and consists of one Class A ordinary share and one -third -half of one warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as described in this prospectus. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of the company's Class A ordinary shares. This means only a whole warrant may be exercised at any given time by a warrant holder. For example, if a warrant holder holds one -third -half of one warrant to purchase a Class A ordinary share, such warrant will not be exercisable. If a warrant holder holds three -thirds two -halves of one warrant, such whole warrant will be exercisable for one Class A ordinary share at a price of $11.50 per share. The Class A ordinary shares and warrants comprising the units are expected to begin separate trading on the 52 nd day following the date of this prospectus unless Cantor Fitzgerald & Co. informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8 -K described below and having issued a press release announcing when such separate trading will begin. Once the Class A ordinary shares and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into Class A ordinary shares and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least three two units, you will not be able to receive or trade a whole warrant.

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We will provide our public shareholders with the opportunity to redeem all or a portion of their 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 calculated 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 (less taxes payable), divided by the number of then outstanding public shares, subject to the limitations and on the conditions described herein. The redemption rights will also include the requirement that any beneficial owner on whose behalf a redemption right is being exercised must identify itself in order to validly redeem its shares. The amount in the trust account is initially anticipated to be $10.00 $10.05 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and public shares in connection with the completion of our initial business combination or an earlier redemption in connection with the commencement of the procedures to consummate the initial business combination if we determine it is desirable to facilitate the completion of the initial business combination. The non -managing sponsor investors are not required to (i) hold any units, Class A ordinary shares or public warrants they may purchase in this offering or thereafter for any amount of time, (ii) vote any Class A ordinary shares they may own at the applicable time in favor of our initial business combination or (iii) refrain from exercising their right to redeem their public shares at the time of our initial business combination. The non -managing sponsor investors will have the same rights to the funds held in the trust account with respect to the Class A ordinary shares underlying the units they may purchase in this offering as the rights afforded to our other public shareholders.

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Each whole warrant entitles the registered holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing 30 days after the completion of our initial business combination, provided that we have an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement) and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of Class A ordinary shares. This means only a whole warrant may be exercised at a given time by a warrant holder. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least three two units, you will not be able to receive or trade a whole warrant. The warrants will expire five years after the completion of our initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

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The holders of the (i) founder shares, which were issued in a private placement prior to the closing of this offering, (ii) private placement warrants which will be issued in a private placement simultaneously with the closing of this offering and the Class A ordinary shares underlying such private placement warrants and (iii) private placement warrants and warrants that may be issued upon conversion of working capital loans will have registration rights to require us to register a sale of any of our securities held by them and any other securities of the company acquired by them prior to the consummation of our initial business combination pursuant to a registration rights agreement to be signed prior to or on the effective date of this offering. Pursuant to the registration rights agreement and assuming the underwriters exercise their over -allotment option in full and $1,500,000 of working capital loans are converted into private placement warrants, we will be obligated to register up to 13,520,833 17,025,000 Class A ordinary shares and 5,833,333 9,837,500 warrants. The number of Class A ordinary shares includes (i) 7,187,500 Class A ordinary shares to be issued upon conversion of the founder shares, (ii) 4,833,333 8,337,500 Class A ordinary shares underlying the private placement warrants and (iii) 1,000,000 1,500,000 Class A ordinary shares underlying the private placement warrants issued upon conversion of working capital loans. The number of warrants includes up to 4,833,333 8,337,500 private placement warrants and 1,000,000 1,500,000 private placement warrants issued upon the conversion of working capital loans. The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain "piggy -back " registration rights with respect to registration statements filed subsequent to our completion of our initial business combination. We will bear the expenses incurred in connection with the filing of any such registration statements. Cantor Fitzgerald & Co. may not exercise its demand and "piggy -back " registration rights after five and seven years, respectively, after the commencement of sales in this offering and may not exercise its demand rights on more than one occasion.

2 unchanged paragraphs

Taxation 4 changes

The following summary of certain Cayman Islands and U.S. federal income tax consequences of an investment in our units, each consisting of one Class A ordinary share and one -third -half of one redeemable warrant, which we refer to collectively as our securities, is based upon laws and relevant interpretations thereof in effect as of the date of this prospectus, all of which are subject to change. This summary does not deal with all possible tax consequences relating to an investment in our Class A ordinary shares and warrants, such as the tax consequences under state, local and other tax laws.

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The following discussion summarizes certain U.S. federal income tax considerations generally applicable to the acquisition, ownership and disposition of our units (each consisting of one Class A ordinary share and one -third -half of one redeemable warrant) that are purchased in this offering by U.S. Holders (as defined below) and Non -U .S. Holders (as defined below). Because the components of a unit are generally separable at the option of the holder, the holder of a unit generally should be treated, for U.S. federal income tax purposes, as the owner of the underlying Class A ordinary share and warrant components of the unit. As a result, the discussion below with respect to actual holders of Class A ordinary shares and warrants also should apply to holders of units (as the deemed owners of the underlying Class A ordinary shares and warrants that constitute the units).

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No statutory, administrative or judicial authority directly addresses the treatment of a unit or any instrument similar to a unit for U.S. federal income tax purposes, and therefore, that treatment is not entirely clear. The acquisition of a unit should be treated for U.S. federal income tax purposes as the acquisition of one Class A ordinary share and one -third -half of one warrant, and we intend to treat the acquisition of a unit in such manner. By purchasing a unit, you agree to adopt such treatment for U.S. federal income tax purposes. For U.S. federal income tax purposes, each holder of a unit must allocate the purchase price paid by such holder for such unit between the one Class A ordinary share and the one -third -half of one warrant based on the relative fair market value of each at the time of issuance. Under U.S. federal income tax law, each investor must make his or her own determination of such value based on all the relevant facts and circumstances. Therefore, we strongly urge each investor to consult his or her tax advisor regarding the determination of value for these purposes. The price allocated to each Class A ordinary share and the one -third -half of one warrant should be the holder's initial tax basis in such share or warrant. Any disposition of a unit should be treated for U.S. federal income tax purposes as a disposition of the Class A ordinary share and one -third -half of one warrant comprising the unit, and the amount realized on the disposition should be allocated between the Class A ordinary share and one -third -half of one warrant based on their respective fair market values (as determined by each such unit holder based on all the relevant facts and circumstances) at the time of disposition. The separation of the Class A ordinary share and the one -third -half of one warrant comprising a unit and the combination of two halves of one warrant into a single warrant should not be a taxable event for U.S. federal income tax purposes.

9 unchanged paragraphs

The amount of gain or loss recognized by a U.S. Holder on a sale or other taxable disposition generally will be equal to the difference between (i) the sum of the amount of cash and the fair market value of any property received in such disposition (or, if the Class A ordinary shares or warrants are held as part of units at the time of the disposition, the portion of the amount realized on such disposition that is allocated to the Class A ordinary shares or warrants based upon the then relative fair market values of the Class A ordinary shares and the warrants comprising the units determined by the allocation principles described above under "— Allocation of Purchase Price and Characterization of a Unit") and (ii) the U.S. Holder's adjusted tax basis in its Class A ordinary shares or warrants so disposed of. A U.S. Holder's adjusted tax basis in its Class A ordinary shares or warrants generally will equal the U.S. Holder's acquisition cost (that is, the portion of the purchase price of a unit allocated to a Class A ordinary share or one -third -half of one warrant, as described above under " — Allocation of Purchase Price and Characterization of a Unit ") reduced, in the case of a Class A ordinary share, by any prior distributions treated as a return of capital. See " — Exercise, Lapse or Redemption of a Warrant " below for a discussion regarding a U.S. Holder's tax basis in the Class A ordinary share acquired pursuant to the exercise of a warrant.

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Plan of distribution 2 changes

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Cantor Fitzgerald & Co. (and/or its designees) has also committed to purchase from us 1,666,666 3,200,000 private placement warrants (or 3,293,750 private placement warrants if the underwriters' over -allotment option is exercised in full) at $1.50 $1.00 per warrant for an aggregate purchase price of $2,500,000. $3,200,000 (or $3,293,750 if the underwriters' over -allotment option is exercised in full). The private placement warrants (including the Class A ordinary shares issuable upon exercise of such warrants) will not be transferable, assignable or saleable until 30 days after the consummation of our initial business combination (except with respect to permitted transferees as described herein under " Principal Shareholders — Restrictions on Transfers of Founder Shares and Private Placement Warrants ") and the private placement warrants held by Cantor Fitzgerald & Co. will not be exercisable more than five years from the commencement of sales in this offering in accordance with FINRA Rule 5110(g)(8). The purchase of the private placement warrants will take place on a private placement basis simultaneously with the consummation of this offering. Such private placement warrants will be considered underwriting compensation in connection with this offering. Such private placement warrants will be subject to lock -up restrictions, as required by FINRA Rule 5110(e)(1) and may not be sold during the offering, or sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of such securities by any person for a period of 180 days immediately following the date of effectiveness of the registration statement of which this prospectus forms a part or commencement of sales of the offering, except as provided in FINRA Rule 5110(e)(2). Cantor Fitzgerald & Co. is entitled under the registration rights agreement to demand and "piggy -back " resale registration rights. Cantor Fitzgerald & Co. may not exercise its demand and "piggy -back " registration rights after five and seven years, respectively, after the commencement of sales in this offering and may not exercise its demand rights on more than one occasion.

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We estimate that the portion of the total expenses of this offering payable by us will be $1,000,000 $750,000 (which includes $60,000 of accounting fees and expenses), excluding underwriting discounts and commissions. We have agreed to reimburse the underwriters for certain of its out -of -pocket costs for this offering up to an aggregate reimbursement allowance of $50,000, including, but not limited to, legal fees related to the review by FINRA and the expenses of investigations and background checks of our principals, not to exceed $5,500 per person.

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Note 1: Organization and Business Operations 2 changes

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The Company's Sponsor is M3 -Brigade Sponsor V LP, a Delaware limited partnership (the "Sponsor"), subsequently renamed M3 -Brigade Sponsor V LLC, a Delaware limited liability company (Note 8). The Company's ability to commence operations is contingent upon obtaining adequate financial resources through a Proposed Public Offering of 25,000,000 units at $10.00 per unit (the "Units") (or 28,750,000 Units if the underwriters' over -allotment option is exercised in full), which is discussed in Note 3 (the "Proposed Public Offering"), and the sale of an aggregate of 4,833,333 8,150,000 Private Placement Warrants (or 8,337,500 Private Placement Warrants if the underwriters' over -allotment option is exercised in full) (the "Private Placement Warrants") to the Sponsor and Cantor Fitzgerald & Co., the representative of the underwriters of the Proposed Public Offering, at a price of $1.50 $1.00 per warrant, or $7,250,000 $8,150,000 (or $8,337,500 if the underwriters' over -allotment option is exercised in full) in the aggregate, Private Placement Warrant in a private placement that will close simultaneously with the Proposed Public Offering. Each Unit consists of one Class A ordinary share and one -third -half of one redeemable warrant. Of those 4,833,333 8,150,000 Private Placement Warrants (or 8,337,500 Private Placement Warrants if the underwriters' over -allotment option is exercised in full), the sponsor has agreed to purchase up to 3,166,667 4,950,000 Private Placement Warrants (or 5,043,750 Private Placement Warrants if the underwriters' over -allotment option is exercised in full). Cantor Fitzgerald & Co. has agreed to purchase 1,666,666 3,200,000 private placement warrants (or 3,293,750 private placement warrants if the underwriters' over -allotment option is exercised in full). Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share. The Company's management has broad discretion with respect to the specific application of the net proceeds of the Proposed Public Offering and the Private Placement Warrants, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination (less deferred underwriting commissions).

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Upon the closing of the Proposed Public Offering, management has agreed that an aggregate of $10.00 $10.05 per Unit sold in the Proposed Public Offering will be held in a Trust Account (the "Trust Account") and may only be held as cash or invested in (i) U.S. government treasury obligations 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 or (ii) an interest bearing bank demand deposit account or other accounts at a bank. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the proceeds from the Proposed Public Offering and the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest of (i) the completion of the Company's initial Business Combination, (ii) the redemption of the Company's public shares if the Company is unable to complete the initial Business Combination within 24 months from the closing of the Proposed Public Offering or by such earlier liquidation date as our board of directors may approve (the "Completion Window"), M3-Brigade Acquisition V Corp.

Note 1: Organization and Business Operations (cont.) 2 changes

Business Combination, (ii) the redemption of the Company's public shares if the Company is unable to complete the initial Business Combination within 24 months from the closing of the Proposed Public Offering or by such earlier liquidation date as our board of directors may approve (the "Completion Window"), subject to applicable law, or (iii) the redemption of the Company's public shares properly submitted in connection with a shareholder vote to amend the Company's amended and restated memorandum and articles of association to (A) modify the substance or timing of the Company's obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Company's public shares if the Company has not consummated an initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders' rights or pre -initial Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of the Company's creditors, if any, which could have priority over the claims of the Company's public shareholders.

The Company will provide the Company's public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a general meeting called to approve the initial Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public shareholders will be entitled to redeem their shares at a per -share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account (less taxes payable), divided by the number of then outstanding public shares, subject to the limitations. The amount in the Trust Account is initially anticipated to be $10.00 $10.05 per public share.

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Note 2: Significant Accounting Policies Basis of Presentation (cont.) 1 change

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The Company will account for the Public and Private Warrants to be issued in connection with the Proposed Public Offering and the private placement in accordance with the guidance contained in FASB ASC Topic 815, "Derivatives and Hedging". Accordingly, the Company evaluated and will classify the warrant instrument instruments under equity treatment at its their assigned value. There are no Public or Private Warrants currently outstanding as of March 31, 2024.

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Note 3: Proposed Public Offering 1 change

In the Proposed Public Offering, the Company will offer for sale up to 25,000,000 Units, (or 28,750,000 Units if the underwriters' over -allotment option is exercised in full) at a purchase price of $10.00 per Unit. Each Unit that the Company is offering has a price of $10.00 and consists of one Class A ordinary share, and one -third -half of one redeemable warrant. Each whole warrant will entitle the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. Each warrant will become exercisable 30 days after the completion of the initial Business Combination and will expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation.

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Note 4: Private Placement 1 change

The Sponsor and Cantor Fitzgerald & Co., the representative of the underwriters of the Proposed Public Offering, have committed to purchase an aggregate of 4,833,333 8,150,000 Private Placement Warrants (or 8,337,500 Private Placement Warrants if the underwriters' over -allotment option is exercised in full), each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.50 $1.00 per warrant, or $7,250,000 $8,150,000 (or $8,337,500 if the underwriters' over -allotment option is exercised in full) in the aggregate in a private placement that will close simultaneously with the closing of the Proposed Public Offering. Of those 4,833,333 8,150,000 Private Placement Warrants (or 8,337,500 Private Placement Warrants if the underwriters' over -allotment option is exercised in full), the sponsor has agreed to purchase up to 3,166,667 4,950,000 Private Placement Warrants (or 5,043,750 Private Placement Warrants if the underwriters' over -allotment option is exercised in full). Cantor Fitzgerald & Co. has agreed to purchase 1,666,666 3,200,000 Private Placement Warrants (or 3,293,750 Private Placement Warrants if the underwriters' over -allotment option is exercised in full). Each whole warrant entitles the registered holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment.

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Note 5: Related Party Transactions 1 change

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The Company's initial shareholders have agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issued upon conversion thereof until the earlier to occur of (i) one year after the completion of the initial Business Combination or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company's shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the Company's initial shareholders with respect to any founder shares (the "Lock -up "). Notwithstanding the foregoing, if (1) the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub -divisions , M3-Brigade Acquisition V Corp.

Note 5: Related Party Transactions (cont.) 3 changes

initial shareholders with respect to any founder shares (the "Lock -up "). Notwithstanding the foregoing, if (1) the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub -divisions , share capitalizations, share consolidations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing at least 150 days after the initial Business Combination or (2) if the Company consummates a transaction after the initial Business Combination which results in the Company's shareholders having the right to exchange their shares for cash, securities or other property, the founder shares will be released from the Lock -up .

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The Sponsor has agreed to loan the Company an aggregate of up to $300,000 to be used for a portion of the expenses of the Proposed Public Offering. The loan is non -interest bearing, unsecured and due at the earlier of December 31, 2024 or the closing of the Proposed Public Offering. The loan will be repaid out of the $1,000,000 $750,000 of offering proceeds that has been allocated to the payment of offering expenses. The Company had no borrowings under the promissory note as of March 31, 2024.

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company's officers and directors may, but are not obligated to, loan the Company funds as may be required (the "Working Capital Loans"). If the Company completes a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use amounts held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into private placement warrants of the post Business Combination entity at a price of $1.50 $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants. As of March 31, 2024, no such Working Capital Loans were outstanding.

Recent Sales of Unregistered Securities 1 change

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Our sponsor and Cantor Fitzgerald & Co., the representative of the underwriters, have committed, to, pursuant to written agreements, to purchase from us an aggregate of 4,833,333 8,150,000 private placement warrants (or 8,337,500 private placement warrants if the underwriters' over -allotment option is exercised in full) at $1.50 $1.00 per warrant (for an aggregate purchase price of $7,250,000). $8,150,000). Of those 4,833,333 8,150,000 private placement warrants (or 8,337,500 private placement warrants if the underwriters' over -allotment option is exercised in full), the sponsor has agreed to purchase up to 3,166,667 4,950,000 private placement warrants (or 5,043,750 private placement warrants if the underwriters' over -allotment option is exercised in full). Cantor Fitzgerald & Co. has agreed to purchase 1,666,666 3,200,000 private placement warrants (or 3,293,750 private placement warrants if the underwriters' over -allotment option is exercised in full).

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Undertakings 2 changes

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Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in New York, New York, on the 2 nd 18 th day of July, 2024.

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Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, the undersigned has signed this registration statement, solely in its capacity as the duly authorized representative of M3 -Brigade Acquisition V Corp., in New York, New York, on the 2 nd 18 th day of July, 2024.

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