MARKET OPPORTUNITY & INVESTMENT THESIS

The Fifth Era refers to a new era of human activity driven by technological advancements and disruptive innovations. It is characterized by the convergence of various compounding innovations, such as the internet, enterprise technology and software, including artificial intelligence, fintech, blockchain, the internet of things, 3D manufacturing, augmented reality, clean energy technologies, gene-editing and personalized medicine. The Fifth Era represents a new phase of human activity that we believe has the potential to reshape various aspects of society and create new opportunities for wealth creation. The world is currently in a time of unprecedented change and opportunity, where traditional assumptions and processes are being challenged and disrupted. We expect the Fifth Era to bring about significant advancements in finance, all forms of commerce, healthcare, agriculture, energy, among other areas, and will continue to shape the future of humankind.:

Within the broader context of the transformational trend impacting many industries, we observe the following key developments that are accelerating the pace of disruption and fostering an asymmetric investment opportunity:

1. Disruptive Innovation Leadership: Companies leveraging cutting-edge technologies like the Internet, distributed ledger technology (blockchain), advanced software, including artificial intelligence, we believe could drive unprecedented industry transformations, positioning themselves as leaders in the new era.

2. Internet Advancement: Companies driving the next phase of advancement of the Internet we believe will capture enormous value. Foremost among them may be those digital finance companies extending the digitalization of communications and commerce to the digitalization of the world’s commerce.

3. Consumer and Market Demand: A potential rise in consumer and enterprise demand for advanced, efficient and personalized solutions could drive the adoption of Fifth Era technologies, creating lucrative markets for companies at the forefront of these innovations.

4. Digital Natives and Digitalization: The increasing importance of the digital natives, now expected to be 60% of the world’s population, is creating robust demand for digitalized enterprise and consumer applications, fostering growth opportunities for companies that specialize in these technologies and build upon them.

5. Infrastructure Investments: Significant capital investments by governments, financial institutions, and enterprises into developing digital-native infrastructure is creating a strong foundation for future growth.

6. Public Market Potential: We believe that many private companies in the Fifth Era could benefit from the public markets, which would provide wider access to capital and accelerate their growth trajectories.

7. Strategic Consolidations: We believe that opportunities for vertical and horizontal consolidations among public Fifth Era companies can catalyze further growth, leveraging synergies and expanding market reach.

The founders and management team of our sponsor have led, managed or supported investments in more than 1,000 innovative companies including 80 unicorns and are uniquely positioned to leverage their network of founders, technologists and investors to secure access to attractive opportunities.

Business COMBINATION CRITERIA

Our business combination criteria will not be limited to a particular industry or geographic sector. However, given the experience and expertise of our management team and board, we intend to focus our search on companies in areas including Internet, enterprise technology, software, including artificial intelligence, fintech, and blockchain, and with an enterprise value of approximately $1.0 billion to $3.0 billion, although we may find a deal below or above that range.

We believe the following general criteria and guidelines are important in evaluating prospective target businesses, but we may decide to enter into a business combination with a target business that does not meet these criteria and guidelines.

• Leading technology-enabled company with compelling growth prospects. We will focus on investments in industry segments that we believe demonstrate attractive long-term growth prospects and reasonable overall size or potential.

• Industry disruptors. We will seek to identify businesses that are leveraging technology to disrupt their respective industries.

• Benefit from access to public markets. We intend to pursue a company that will benefit from having public markets available to enhance their ability to pursue accretive acquisitions, high-return capital projects, and/or strengthen their balance sheet.

• Strong management teams. We will spend significant time assessing a company’s leadership and personnel and evaluating what we can do to augment and/or build the team over time if needed.

• Proven products and revenue. We will seek to identify businesses that we believe have market-prove products or service and revenue, and that are reinvesting cash flow to propel growth.

These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. We may decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, and in the event we do so, we will disclose that the target business does not meet the above criteria in our shareholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy solicitation materials or tender offer documents that we would file with the Securities and Exchange Commission.