Filed 2026-03-20 · Period ending 2025-12-31 · 90,121 words · SEC EDGAR
← LFAC Profile · LFAC JSON API
# Leapfrog Acquisition Corp (LFAC) — 10-K **Filed:** 2026-03-20 **Period ending:** 2025-12-31 **Accession:** 0001185185-26-001001 **Source:** [SEC EDGAR](https://www.sec.gov/Archives/edgar/data/2084563/000118518526001001/) **Origin leaf:** 565f77403c8b49d6fd7ffe90ecee4fd3ee6c6c1d6d5a584efc291e9dc6ff37e8 **Words:** 90,121 --- ** UNITED STATES** **SECURITIES AND EXCHANGE COMMISSION** **Washington, D.C. 20549** **FORM 10-K** **ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** **** **For the fiscal year ended December 31, 2025** **OR** **TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** **For the transition period from to** **** **LEAPFROG ACQUISITION CORPORATION** (Exact name of Registrant as specified in its charter) | Cayman Islands | | 001-42993 | | N/A | | | (State or other jurisdiction of incorporation or organization) | | (Commission File Number) | | (I.R.S. Employer Identification Number) | | **** **350 Springfield Avenue, Suite 200, Summit, New Jersey, 07078** (Address of principal executive office) (Zip Code) **(201)379-4200** (Registrants telephone number, including area code) **** **N/A** (Former name, former address and former fiscal year, if changed since last report) **Securities registered pursuant to Section 12(b) of the Act:** **** | Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered | | | Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant | | LFACU | | TheNasdaqStock Market LLC | | | Class A ordinary shares, par value $0.0001 per share | | LFAC | | TheNasdaqStock Market LLC | | | Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | | LFACW | | TheNasdaqStock Market LLC | | **** **Securities registered pursuant to section 12(g) of the Act: None** Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act: Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.: Yes No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of large accelerated filer, accelerated filer, smaller reporting company. and emerging growth company in Rule 12b-2 of the Exchange Act. | Large Accelerated Filer | | Accelerated Filer | | | | Non-Accelerated Filer | | Smaller Reporting Company | | | | | | Emerging Growth Company | | | If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that require a recovery analysis of incentive-based compensation received by any of the registrants executive officers during the relevant recovery period pursuant to 240.10D-1(b). Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No As of March 20, 2026, there were143,750,000Class A ordinary shares, $0.0001 par value and4,791,667Class B ordinary shares, $0.0001 par value, issued and outstanding. Documents Incorporated by Reference: None. **LEAPFROG ACQUISITION CORPORATION** **** **Table of Contents** **** | | Page | | | | | | | CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS | ii | | | | | | | PART I | 1 | | | | | | | Item 1. Business | 1 | | | Item 1A. Risk Factors | 26 | | | Item 1B. Unresolved Staff Comments | 71 | | | Item 1C. Cybersecurity | 71 | | | Item 2. Properties | 71 | | | Item 3. Legal Proceedings | 71 | | | Item 4. Mine Safety Disclosures | 71 | | | | | | | PART II | 72 | | | | | | | Item 5. Market for Registrants Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities | 72 | | | Item 6. [Reserved] | 72 | | | Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations | 73 | | | Item 7A. Quantitative and Qualitative Disclosures about Market Risk | 76 | | | Item 8. Financial Statements and Supplementary Data | 76 | | | Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure | 76 | | | Item 9A. Controls and Procedures | 76 | | | Item 9B. Other Information | 76 | | | Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 76 | | | | | | | PART III | 77 | | | | | | | Item 10. Directors, Executive Officers and Corporate Governance | 77 | | | Item 11. Executive Compensation | 85 | | | Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters | 85 | | | Item 13. Certain Relationships and Related Transactions, and Director Independence | 87 | | | Item 14. Principal Accounting Fees and Services | 89 | | | | | | | PART IV | 90 | | | | | | | Item 15. Exhibits, Financial Statement Schedules | 90 | | | Item 16. Form 10-K Summary | | | | | 90 | | | SIGNATURES | 91 | | i [Table of Contents](#TableOfContents) **CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS** This Annual Report on Form 10-K (the Annual Report) includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act). We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as may, should, could, would, expect, plan, anticipate, believe, estimate, continue, or the negative of such terms or other similar expressions. Such statements include, but are not limited to, possible business combinations and the financing of such business combinations, and related matters, as well as all other statements other than statements of historical fact included in this Annual Report. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other Securities and Exchange Commission (SEC) filings. Forward-looking statements in this Annual Report may include, for example, statements about: | | our ability to select an appropriate target business or businesses; | | | | our ability to complete our initial business combination; | | | | our expectations around the performance of the prospective target business or businesses; | | | | our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; | | | | our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination; | | | | our potential ability to obtain additional financing to complete our initial business combination; | | | | our pool of prospective target businesses; | | | | the adverse impacts of certain events (such as terrorist attacks, natural disasters or a significant outbreak of infectious diseases) on our ability to consummate an initial business combination; | | | | the ability of our officers and directors to generate a number of potential business combination opportunities; | | | | our public securities potential liquidity and trading; | | | | the lack of a market for our securities; | | | | the use of proceeds not held in the trust account or available to us from interest income on the trust account balance | | | | the trust account not being subject to claims of third parties; or | | | | our financial performance. | | The forward-looking statements contained in this Annual Report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described more fully under the heading Item 1A. Risk Factors in this Annual Report. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. ii [Table of Contents](#TableOfContents) **PART I** ** *References in this Annual Report to we, us, Company or our company are to Leapfrog Acquisition Corporation, a Cayman Islands exempted company incorporated with limited liability. References to management or our management team are to our officers and directors. References to our Sponsor is to LeapFrog Partners LLC, a Delaware limited liability company.* **Item 1. Business** **Introduction** We are a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses, which we refer to throughout this Annual Report as our initial business combination. While we may pursue an acquisition opportunity in any business, industry, sector or geographical location, we intend to identify and acquire a business focusing on energy or infrastructure, and intend to focus particularly on markets outside the United States. Our team has a history of executing transactions in multiple geographies and under varying economic and financial market conditions. As of December 31, 2025, the Company had not commenced any operations. All activity for the period from June 20, 2025 (inception) through December 31 related to the Companys formation and the Initial Public Offering, which is described in this Annual Report. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company may generatenon-operating income in the form of interest income on the proceeds derived from the Initial Public Offering. The Company has selected December31 as its fiscal year end. Our executive offices are located at 350 Springfield Avenue, Suite 200, Summit, New Jersey, 07901, and our telephone number is (201)-379-4200. Our corporate website address is www.leapfrogspac.com. Our website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this Annual Report. You should not rely on any such information in making your decision whether to invest in our securities. **Company History** The Company was incorporated as a Cayman Islands exempted company on June 20, 2025. On August 6, 2025, LeapFrog Partners LLC (the Sponsor), paid $25,000 to cover certain offering and formation costs of the Company in consideration of 4,791,667 ClassB ordinary shares (the founder shares), par value $0.0001 per share, of the Company. As of March 20, 2026, our Sponsor owned 4,791,667 founder shares. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of (i) 328,750 units, each consisting of one Class A ordinary share and one-half of one redeemable warrant (the Sponsor Private Placement Units), at a price of $10.00 per Sponsor Private Placement Unit in a private placement to the Sponsor, generating gross proceeds of $3,287,500 and (ii) 143,750 units, each consisting of one Class A ordinary share and one-half of one redeemable warrant (the Underwriter Private Placement Units, and together with the Sponsor Private Placement Units, the Private Placement Units), at a price of $10.00 per Underwriter Private Placement Unit in a private placement to BTIG, LLC (BTIG), generating gross proceeds of $1,437,500. Beginning January 26, 2026, holders of the Units may elect to separately trade the Class A ordinary shares and the warrants included in the Units. Those Units not separated continue to trade on the Nasdaq Global Market (the Nasdaq) under the symbol LFACU and the Class A ordinary shares and warrants that are separated trade under the symbols LFAC and LFACW, respectively. 1 [Table of Contents](#TableOfContents) **Business Opportunity Overview** **** We intend to focus on identifying a business combination target with a strategic position in the international energy supply chain and critical minerals sectors, including their related infrastructure. We define strategic assets as those that are difficult to replicate, strategically important to their end markets, and positioned to benefit from secular demand trends. We believe that the realignment of global natural resource supply chains, driven by geopolitical and economic trends, will generate long-term investment returns through a combination of organic growth, operational improvements, and consolidation. Strategic energy supply chains include companies that control essential links in energy production, processing, and distribution networks. These businesses possess assets that are difficult to replicate due to geographic advantages, regulatory barriers, or specialized infrastructure requirements. Strategic and critical minerals encompass materials essential for energy transition, defense applications, and advanced manufacturing, where supply concentration and technical barriers create competitive moats for well-positioned companies. The investment opportunity is driven by converging factors affecting these strategic sectors: | | Emerging Electricity Demand Centers: The IEA estimates that data center electricity consumption is projected to more than double by 2030, driven by artificial intelligence and cloud computing adoption. This creates demand for both reliable power generation capacity, in particular baseload sources like nuclear Small Modular Reactors and advanced geothermal plans, and the rare earth elements, copper, and specialized metals required for high-performance computing systems, benefiting companies with strategic positions in these supply chains. | | | | Critical Infrastructure Bottlenecks: Investment in grid infrastructure and battery storage is projected by the IEA to surpass $400 billion for the first time in 2025, addressing bottlenecks caused by rapid renewable deployment outpacing grid expansion. Supply chain constraints for cables and transformers are increasing costs and lead times, creating opportunities for companies with strategic manufacturing capabilities and established procurement networks. | | | | Cost-Competitiveness: Declining renewable technology and battery costs over the past decade, coupled with policy support across major economies, have shifted investment economics. Chinas technology and manufacturing programs, Europes post-energy crisis acceleration, and comprehensive frameworks in India and Brazil are driving deployment of technologies that require strategic materials and secure supply chains. | | Strategic and critical minerals present significant investment opportunities, with demand for high-technology manufacturing, aerospace, advanced manufacturing and defense applications expected to grow substantially. We focus on strategic materials that are difficult to replicate due to geographic concentration, technical processing requirements, or regulatory barriers, and that are strategically important to their end markets. The U.S. Geological Survey maintains a list of 54 critical minerals essential to economic and national security, with the U.S. currently import-dependent for many of these materials. The IEA estimates mineral demand for clean energy technologies could more than double by 2030 and triple by 2040, while concurrent demand growth from defense, healthcare, electronics, and advanced manufacturing sectors compounds supply constraints and benefits companies with strategic market positions. These market dynamics create opportunities for metals and minerals businesses positioned within consolidating supply chains: | | Supply chain concentration and strategic positioning: Geographic concentration in refining and processing capabilities creates supply chain risks while providing opportunities for companies positioned to benefit from supply diversification efforts. The IEA estimates that China maintains commanding market shares across key minerals, including near-monopolies in graphite and rare earth metals, while dominating midstream processing capabilities that are difficult to replicate due to technical expertise, infrastructure requirements, and regulatory frameworks. | | 2 [Table of Contents](#TableOfContents) | | Strategic diversification and market consolidation: National security concerns and economic stability requirements are driving efforts to achieve supply chain resilience through strategic alliances, domestic processing, and market consolidation among qualified suppliers. Initiatives like the Minerals Security Partnership and various bilateral agreements aim to reduce this risk by encouraging diverse and sustainable critical mineral supply chains, creating opportunities for companies with strategic assets to participate in co-investment, offtake agreements, and shared de-risking mechanisms. | | | | Innovation and competitive moats: Investment in critical minerals start-ups was $3.8 billion, 45% more than in the previous five years (according to the IEA), reflecting growing interest in technological breakthroughs that create competitive advantages. Key innovations include AI-driven geological exploration, Direct Lithium Extraction for more sustainable recovery from brines, novel synthetic graphite production techniques, and advanced rare earths separation methods. These technologies can create barriers to entry and strategic positioning for companies that successfully develop and deploy them. | | Five structural trends are reshaping investment patterns across energy, critical minerals, and infrastructure sectors: | | Digital infrastructure expansion: Driven by artificial intelligence and cloud computing adoption, data center electricity consumption is projected to more than double by 2030, necessitating significant power generation and grid infrastructure investment while increasing demand for critical materials used in computing systems. | | | | Nuclear power resurgence: Global nuclear power capacity is approaching record levels, with small modular reactors emerging as solutions for energy security and baseload power requirements. As of Q4 2024, nearly 26 gigawatts of nuclear power agreements have been signed between U.S. technology companies and developers, while China and India have made nuclear energy capacity expansion important elements of their energy plans (according to the IEA). | | | | Global growth in liquefied natural gas infrastructure: Demand for liquefied natural gas (LNG) continues to grow to supply expanding markets in Asia and Europe and to serve as a transitional fuel where renewable energy storage or generation faces constraints. S&P Global estimates global LNG demand will reach 627 million tons in 2035, representing a 57% increase from 2022 levels. | | | | Industrial reshoring: Geopolitical tensions, a restructuring of international trade policies, and the supply chain vulnerabilities discussed above are driving relocation of strategic manufacturing capacity, creating demand for supporting infrastructure and critical material supplies across multiple industries. We believe this shift will create attractive investment opportunities. | | | | Strategic supply chain diversification: Government policies and corporate strategies are prioritizing supply chain resilience through domestic capability development, strategic partnerships, and standards-based market access policies that incentivize sustainable production criteria across both energy and critical minerals sectors. | | These structural changes are expected to create opportunities for revenue growth and business expansion, as companies address rising demand and capacity constraints across energy, mineral and infrastructure sectors. The convergence of increasing energy requirements, infrastructure bottlenecks, and supply chain diversification needs may create expanding market opportunities for companies with established operations, strategic partnerships, or technological capabilities that will be attractive for investors. 3 [Table of Contents](#TableOfContents) **Our Business Strategy and Acquisition Criteria** **** Our strategy is to identify, acquire, and, after our initial business combination, support a company that is well-positioned within the evolving global economic landscape. We will leverage the experience and network of our management team to source and conduct due diligence on potential acquisition targets. While we are not limited to a particular type of company, we intend to focus on businesses that exhibit some or all of the following characteristics: | | Established Operations and Intrinsic Value:We intend to focus on companies with existing operations, a history of revenue generation, and operating cash flows. We believe targeting established businesses provides a baseline of value and a platform for future growth. | | | | Identifiable Growth Opportunities:We will seek to identify companies that are at an inflection point, where we believe our capital and strategic support, as well as the ability to raise additional capital in the United States equity and debt markets, can be used to unlock tangible growth. Such opportunities may include, but are not limited to, funding facility expansions, pursuing strategic acquisitions, developing new resource assets, or securing new long-term commercial contracts for companies in markets that are unable to obtain financing in their existing markets. Our due diligence process will be designed to validate these potential growth opportunities. | | | | Operations in High-Barrier-to-Entry Markets: We intend to seek businesses that possess competitive advantages or moats, such as control of unique physical or geological assets, long-term government concessions or licenses, proprietary infrastructure, or established logistical networks. We believe such characteristics can support profitable, long-term growth. | | | | Experienced Management and Ownership:We will seek to identify companies led by experienced founders or management teams who have a significant financial interest in the success of the business. We intend to structure a transaction, which may include equity rollovers and performance-based incentives, that aligns the interests of the targets management and owners with those of our public shareholders. | | 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 team 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 Annual Report, would be in the form of proxy solicitation materials or tender offer documents that we would file with the SEC. **Competitive Strengths** **** We believe the experience of our management team and their track record will enable us to identify and execute an initial business combination and create value for our shareholders following such combination. We believe our key strengths include: | | Established Track Record of Sourcing Proprietary Opportunities: Our management team and Board of Directors have, over the course of their careers, developed and cultivated an extensive, proprietary network of relationships with company owners, executives, entrepreneurs, private equity sponsors, government officials and other financial and industrial intermediaries across our target sectors and geographies. We will leverage this network, which has historically served as a source of proprietary investment opportunities in both public and private markets, to identify and pursue a significant number of potential business combination targets that may not be available through broader, more competitive auction processes. | | 4 [Table of Contents](#TableOfContents) | | Extensive International Sector-Specific Investment Experience: The members of our management team have substantial and demonstrable experience in sourcing, structuring, financing, and managing investments in the energy, natural resources, and infrastructure sectors, both within and outside the United States. Their careers have been focused on navigating the specific legal, regulatory, political, and financial complexities associated with cross-border transactions in these industries. We believe this specialized, international experience will be attractive to potential targets and will enhance our ability to perform effective due diligence and execute a successful business combination. | | | | Leadership with Public Company Experience: Our management team has extensive experience in investment management, capital allocation, and corporate strategy, including working on initial public offerings, follow on equity offerings, and other financing transactions in the public securities markets. This experience is complemented by a history of serving as directors and officers of publicly-traded companies. We believe this combination of issuance, investment and public company governance experience will enable us to not only identify a compelling acquisition target but also effectively guide the acquisition target as a public entity post-business combination. | | **Our Acquisition Process** In evaluating a prospective target business, we expect to conduct a due diligence review which may encompass, among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities, as applicable, as well as a review of financial, operational, legal and other information about the target and its industry which will be made available to us. If we determine to move forward with a particular target, we will proceed to structure and negotiate the terms of the business combination transaction. The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of, and negotiation with, a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds available for us to use to complete another business combination. Our ability to identify and evaluate a target company may be impacted by significant competition among other SPACs in pursuing a business combination transaction candidate and the significant competition may impact the attractiveness of the acquisition terms that we will be able to negotiate. **Initial Business Combination** **** We are not presently engaged in, and we will not engage in, any operations for an indefinite period of time until we effect an initial business combination. We intend to effectuate our initial business combination using cash from the proceeds of the Initial Public Offering and the private placement of the private units, the proceeds of the sale of our shares in connection with our initial business combination (including pursuant to forward purchase agreements or backstop agreements we may enter into following the Initial Public Offering or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, other securities issuances, or a combination of the foregoing. We may seek to complete our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, which would subject us to the numerous risks inherent in such companies and businesses. 5 [Table of Contents](#TableOfContents) We will provide our public shareholders with the opportunity to redeem all or a portion of their ClassA ordinary shares upon the completion of our initial business combination either (i)in connection with a general meeting called to approve the business combination or (ii)without a shareholder vote by means of a tender offer. If we seek shareholder approval, we will complete our initial business combination only if we receive an ordinary resolution under Cayman Islands law and our amended and restated memorandum and articles of association, which requires the affirmative vote of at least a simple majority of the votes cast by such shareholders, voting together as a single class, as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement. We have until the date that is 24months from the closing of the Initial Public Offering or until such earlier liquidation date as our board of directors may approve, to consummate our initial business combination. If we anticipate that we may be unable to consummate our initial business combination within such24-month period, we may seek shareholder approval to amend our amended and restated memorandum and articles of association to extend the date by which we must consummate our initial business combination.There are no limitations on the number of times we may seek shareholder approval for an extension or the length of time of any such extension. However, if we seek shareholder approval for an extension, holders of public shares will be offered an opportunity to redeem their shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon (less taxes payable, but without deduction for any excise or similar tax that may be due or payable), divided by the number of then issued and outstanding public shares, subject to applicable law. If we are unable to complete our initial business combination within the 24 month completion period described above and we do not extend the period shareholder vote as described above, we will redeem 100% of 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 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 public shares, subject to applicable law and certain conditions as further described herein. We expect the pro rata redemption price to be approximately $10.00 per public share, 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. If we do not complete our initial business combination within the completion window, we may seek shareholder approval to amend our amended and restated memorandum and articles of association to extend the amount of time we will have to consummate an initial business combination, although we do not currently intend to do so. There is no limit on the number of extensions that we may seek; however, we do not expect to extend the time period to consummate our initial business combination beyond 36months from the closing of the Initial Public Offering. If we determine not to or are unable to extend the time period to consummate our initial business combination or fail to obtain shareholder approval to extend the completion window, our sponsors investment in our founder shares and our private units (and the securities comprising such units) will be worthless. Nasdaq rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account). Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. While we consider it likely that our board of directors will be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of the targets assets or prospects. Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors. 6 [Table of Contents](#TableOfContents) We anticipate structuring our initial business combination so that the post transaction company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Actof1940, as amended, or the Investment Company Act. Even if the post transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post transaction company, depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% of net assets test described above. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors or non-managing sponsor investors, or completing the business combination through a joint venture or other form of shared ownership with our sponsor, officers or directors or non-managing sponsor investors. In the event we seek to complete our initial business combination with a company that is affiliated (as defined in our amended and restated memorandum and articles of association) with our sponsor (including its members), officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions, stating that the consideration to be paid by us in such an initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context. Members of our management team and our independent directors directly or indirectly own founder shares and/or private units and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. The low price that our sponsor, executive officers and directors (directly or indirectly) paid for the founder shares creates an incentive whereby our officers and directors could potentially make a substantial profit even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. If we are unable to complete our initial business combination within 24months from the closing of the Initial Public Offering, or by such earlier liquidation date as our board of directors may approve, the founder shares and private units (and the securities comprising such units) may be worthless, except to the extent they receive liquidating distributions from assets outside the trust account, which could create an incentive for our sponsor, executive officers and directors to complete a transaction even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity, subject to their fiduciary duties under Cayman Islands law. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by law: (i)no individual serving as a director or an officer, among other persons, shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us, and (ii)we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which (a)may be a corporate opportunity for any director or officer, on the one hand, and us, on the other or (b)the presentation of which would breach an existing legal obligation of a director or officer to any other entity. As a result, the fiduciary duties or contractual obligations of our officers or directors could materially affect our ability to complete our initial business combination. 7 [Table of Contents](#TableOfContents) In addition, our sponsor and our officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. As a result, our sponsor, officers and directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other special purpose acquisition company with which they may become involved. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination target. However, because we expect that our company will generally have priority over any other special purpose acquisition companies subsequently formed by our sponsor, officers or directors with respect to acquisition opportunities until we complete our initial business combination or enter into a contractual agreement that would restrict our ability to engage in material discussions regarding a potential initial business combination, we do not believe that any such potential conflicts would which could materially affect our ability to complete our initial business combination. We filed a registration statement on Form8-A with the SEC to voluntarily register our securities under Section12 of the Securities ExchangeActof1934, as amended, or the ExchangeAct. As a result, we are subject to the rules and regulations promulgated under the ExchangeAct. We have no current intention of filing a Form15 to suspend our reporting or other obligations under the ExchangeAct prior or subsequent to the consummation of our initial business combination. **Status as a Public Company** We believe our structure will make us an attractive business combination partner to target businesses. As an existing public company, we offer a target business an alternative to the traditional initial public offering through a merger or other business combination with us. In a business combination transaction with us, the owners of the target business may, for example, exchange their shares of stock or shares in the target business for our ClassA ordinary shares (or shares of a new holding company) or for a combination of our ClassA ordinary shares and cash, allowing us to tailor the consideration to the specific needs of the sellers. We believe target businesses will find this method a more expeditious and cost-effective method to becoming a public company than the typical initial public offering. The typical initial public offering process takes a significantly longer period of time than the typical business combination transaction process, and there are significant expenses and market and other uncertainties in the initial public offering process, including underwriting discounts and commissions, marketing and road show efforts that may not be present to the same extent in connection with a business combination with us. Furthermore, once a proposed initial business combination is completed, the target business will have effectively become public, whereas an initial public offering is always subject to the underwriters ability to complete the offering, as well as general market conditions, which could delay or prevent the offering from occurring or could have negative valuation consequences. Following an initial business combination, we believe the target business would then have greater access to capital, an additional means of providing management incentives consistent with shareholders interests and the ability to use its shares as currency for acquisitions. Being a public company can offer further benefits by augmenting a companys profile among potential new customers and vendors and aid in attracting talented employees. While we believe that our structure and our management teams backgrounds will make us an attractive business partner, some potential target businesses may view our status as a blank check company, such as our lack of an operating history and our ability to seek shareholder approval of any proposed initial business combination, negatively. We are an emerging growth company, as defined in the JOBS Act. We will remain an emerging growth company until the earlier of (1)the lastday of the fiscal year (a)following the fifth anniversary of the completion of the Initial Public Offering, (b)in which we have total annual gross revenue of at least $1.235billion, or (c)in which we are deemed to be a large accelerated filer, which means the market value of our ClassA ordinary shares that is held by non-affiliates exceeds $700million as of the prior June30, and (2)the date on which we have issued more than $1.0billion in non-convertible debt securities during the prior three-year period. 8 [Table of Contents](#TableOfContents) Additionally, we are a smaller reporting company as defined in Item10(f)(1)of RegulationS-K.Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only twoyears of audited financial statements. We will remain a smaller reporting company until the lastday of the fiscal year in which (1)the market value of our ordinary shares held by non-affiliates is equal to or exceeds $250million as of the prior June30, or (2)our annual revenues equaled or exceeded $100million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates is equal to or exceeds $700million as of the prior June30th. In addition, prior to the consummation of a business combination, only holders of our ClassB ordinary shares will have the right to vote on the appointment or removal of directors. As a result, Nasdaq will consider us to be a controlled company within the meaning of Nasdaq corporate governance standards. Under Nasdaq corporate governance standards, a company of which more than 50% of the voting power for the appointment of directors is held by an individual, group or another company is a controlled company and may elect not to comply with certain corporate governance requirements. We currently do not intend to rely on the controlled company exemption, but may do so in the future. Accordingly, if we choose to do so, you will not have the same protections afforded to shareholders of companies that are subject to all of the Nasdaq corporate governance requirements. **Financial Position** **** With funds available for a business combination initially in the amount of $138,718,750 after payment of $5,031,250 of deferred underwriting fees and assuming no redemptions, 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 will 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. **Effecting Our Initial Business Combination** **** **General** **** We are not presently engaged in, and we will not engage in, any operations for an indefinite period of time until our initial business combination. We intend to effectuate our initial business combination using cash from the proceeds of the Initial Public Offering and the private placement of the private units, the proceeds of the sale of our shares in connection with our initial business combination (including pursuant to forward purchase agreements or backstop agreements we may enter into following the Initial Public Offering or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, other securities issuances, or a combination of the foregoing. We may seek to complete our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, which would subject us to the numerous risks inherent in such companies and businesses. If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or used for redemptions of our ClassA ordinary shares, we may use the balance of the cash released to us from the trust account following the closing for general corporate purposes, including for maintenance or expansion of operations of the post-transaction company, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies, or for working capital. 9 [Table of Contents](#TableOfContents) We may seek to raise additional funds through a private offering of debt or equity securities in connection with the completion of our initial business combination and we may effectuate our initial business combination using the proceeds of such offering rather than using the amounts held in the trust account. In addition, we intend to target businesses with enterprise values that are greater than we could acquire with the net proceeds of the Initial Public Offering and the sale of the private units, and, as a result, if the cash portion of the purchase price exceeds the amount available from the trust account, net of amounts needed to satisfy any redemptions by public shareholders, we may be required to seek additional financing to complete such proposed initial business combination. Subject to compliance with applicable securities laws, we would expect to complete such financing only simultaneously with the completion of our initial business combination. In the case of an initial business combination funded with assets other than the trust account assets, our proxy materials or tender offer documents disclosing the initial business combination would disclose the terms of the financing and, only if required by law, we would seek shareholder approval of such financing. There is no limitation on our ability to raise funds through the issuance of equity or equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop agreements we may enter into following the Initial Public Offering. At this time, we are not a party to any arrangement or understanding with any third party with respect to raising any additional funds through the sale of securities or otherwise. None of our sponsors, officers, directors or shareholders is required to provide any financing to us in connection with or after our initial business combination. **Additional Financing** **** If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or used for redemptions of our ClassA ordinary shares, we may use the balance of the cash released to us from the trust account following the closing for general corporate purposes, including for maintenance or expansion of operations of the post-transaction company, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies, or for working capital. We may seek to raise additional funds through a private offering of debt or equity securities in connection with the completion of our initial business combination and we may effectuate our initial business combination using the proceeds of such offering rather than using the amounts held in the trust account. In addition, we intend to target businesses with enterprise values that are greater than we could acquire with the net proceeds of the Initial Public Offering and the sale of the private units, and, as a result, if the cash portion of the purchase price exceeds the amount available from the trust account, net of amounts needed to satisfy any redemptions by public shareholders, we may be required to seek additional financing to complete such proposed initial business combination. Subject to compliance with applicable securities laws, we would expect to complete such financing only simultaneously with the completion of our initial business combination. In the case of an initial business combination funded with assets other than the trust account assets, our proxy materials or tender offer documents disclosing the initial business combination would disclose the terms of the financing and, only if required by law, we would seek shareholder approval of such financing. There is no limitation on our ability to raise funds through the issuance of equity or equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop agreements we may enter into following the Initial Public Offering. At this time, we are not a party to any arrangement or understanding with any third party with respect to raising any additional funds through the sale of securities or otherwise. None of our sponsors, officers, directors or shareholders is required to provide any financing to us in connection with or after our initial business combination. We intend to effectuate our initial business combination using cash from the proceeds of the sale of the private placement units, our equity, debt or a combination of these as the consideration to be paid in our initial business combination. Generally, the issuance of additional shares in a business combination: | | may significantly dilute the equity interest of investors in this Initial Public Offering, which dilution would increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares; | | 10 [Table of Contents](#TableOfContents) | | may subordinate the rights of holders of Class A ordinary shares if preference shares are issued with rights senior to those afforded to Class A ordinary shares; | | | | could cause a change in control if a substantial number of Class A ordinary shares are issued, which may affect, among other things, the post-business combination companys ability to use its net operating loss carry forwards, if any, and could result in the resignation or removal of officers and directors; | | | | may have the effect of delaying or preventing a change of control of the post-business combination company by diluting the share ownership or voting rights of a person seeking to obtain control of the post-business combination company; and | | | | may adversely affect prevailing market prices for our units, Class A ordinary shares and/or warrants. | | We may issue shares to investors in private placement transactions (so-called PIPE transactions) in order to complete an initial business combination and provide sufficient liquidity and capital to the post-business combination entity. As of the date of this Annual Report, we have no commitments to issue any shares in connection with such a transaction. The price of the shares so issued in connection with an initial business combination may be less, and potentially significantly less, than $10.00 per share or the market price for our shares at such time. Any such issuances of equity securities at a price that is less than $10.00 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 companys 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 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. Although we have no commitments as of the date of this Annual Report to issue any notes or other debt, or to otherwise incur debt, we may choose to pursue a business combination in connection with which we incur substantial debt. No issuance of debt will affect the per share amount available for redemption from the trust account. However, if we issue debt securities or otherwise incur significant debt to banks or other lenders or the owners of a target, it could result in: | | default and foreclosure on the assets of the post-business combination company if its operating revenues are insufficient to repay its debt obligations; | | | | acceleration of the post-business combination companys obligations to repay such indebtedness, even if it makes all principal and interest payments when due, if it breaches certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; | | | | the post-business combination companys immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand; | | 11 [Table of Contents](#TableOfContents) | | the post-business combination companys inability to obtain necessary additional financing if the debt security contains covenants restricting its ability to obtain such financing while the debt security is outstanding; | | | | using a substantial portion of the post-business combination companys cash flow to pay principal and interest on its debt, which will reduce the funds available for expenses, capital expenditures, acquisitions and other general corporate purposes; | | | | limitations on the post-business combination companys flexibility in planning for and reacting to changes in its business and in the industry in which it operates; and | | | | increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and limitations on the post-business combination companys ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of its strategy and other purposes and other disadvantages compared to its competitors who have less debt. | | For more information also see *Risk Factors Risks Relating to our Search for, and Consummation of or Inability to Consummate, a Business Combination We may issue additional Class A ordinary shares or preference shares to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue Class A ordinary shares upon the conversion of the founder shares at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions contained therein. Any such issuances would dilute the interest of our shareholders and likely present other risks*, *Risk Factors Risks Relating to our Search for, and Consummation of or Inability to Consummate, a Business Combination We may issue our shares to investors in connection with our initial business combination at a price which is less than the prevailing market price of our shares at that time, Risks Relating to our Search for, and Consummation of or Inability to Consummate, a Business Combination We may issue notes or other debt securities, or otherwise incur substantial debt, to complete a business combination, which may adversely affect our leverage and financial condition and thus negatively impact the value of our shareholders investment in u*s, and *Risk Factors Risks Relating to our Search for, and Consummation of or Inability to Consummate, a Business Combination We may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon a particular business combination.* **Sources of Target Business** **** We anticipate that target business candidates will be brought to our attention from various unaffiliated sources, including investment bankers and private investment funds. Target businesses may be brought to our attention by such unaffiliated sources as a result of being solicited by us through calls or mailings. These sources may also introduce us to target businesses in which they think we may be interested on an unsolicited basis, since many of these sources will have read this Annual Report and know what types of businesses we are targeting. Our officers and directors, as well as their affiliates, may also bring to our attention target business candidates of which they become aware through their business contacts as a result of formal or informal inquiries or discussions they may have, as well as attending trade shows or conventions. In addition, we expect to receive a number of proprietary deal flow opportunities that would not otherwise necessarily be available to us as a result of the track record and business relationships of our officers and directors. While we do not presently anticipate engaging the services of professional firms or other individuals that specialize in business acquisitions on any formal basis, we may engage these firms or other individuals in the future, in which event we may pay a finders fee, consulting fee or other compensation to be determined in an arms length negotiation based on the terms of the transaction. 12 [Table of Contents](#TableOfContents) Prior to or in connection with the completion of our initial business combination, there may be payment by the company to our sponsor, officers or directors, or our or their affiliates, of a finders fee, advisory fee, consulting fee or success fee for any services they render in order to effectuate the completion of our initial business, which, if made prior to the completion of our initial business combination, will be paid from funds held outside the trust account or in equity interests in the sponsor. We will engage a finder only to the extent our management determines that the use of a finder may bring opportunities to us that may not otherwise be available to us or if finders approach us on an unsolicited basis with a potential transaction that our management determines is in our best interest to pursue. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors, non-managing sponsor investors, or completing the business combination through a joint venture or other form of shared ownership with our sponsor, officers or directors or non-managing sponsor investors. In the event we seek to complete our initial business combination with a company that is affiliated (as defined in our amended and restated memorandum and articles of association) with our sponsor (including its members), officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions, stating that the consideration to be paid by us in such an initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context. **Evaluation of a Target Business and Structuring of Our Initial Business Combination** In evaluating a prospective target business, we expect to conduct a due diligence review which may encompass, among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities, as applicable, as well as a review of financial, operational, legal and other information which will be made available to us. If we determine to move forward with a particular target, we will proceed to structure and negotiate the terms of the business combination transaction. The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of, and negotiation with, a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination. **Lack of Business Diversification** For an indefinite period of time after the completion of our initial business combination, the prospects for our success may depend entirely on the future performance of a single business. Unlike other entities that have the resources to complete business combinations with multiple entities in one or several industries, it is probable that we will not have the resources to diversify our operations and mitigate the risks of being in a single line of business. By completing our initial business combination with only a single entity, our lack of diversification may: | | subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination, and | | | | cause us to depend on the marketing and sale of a single product or limited number of products or services. | | **Limited Ability to Evaluate the Targets Management Team** **** Although we intend to closely scrutinize the management of a prospective target business when evaluating the desirability of effecting our initial business combination with that business, our assessment of the target businesss management may not prove to be correct. In addition, the future management team may not have the necessary skills, qualifications or abilities to manage a public company. Furthermore, the future role of members of our management team, if any, in the target business cannot presently be stated with any certainty. The determination as to whether any of the members of our management team will remain with the combined company will be made at the time of our initial business combination. While it is possible that one or more of our directors will remain associated in some capacity with us following our initial business combination, it is unlikely that any of them will devote their full efforts to our affairs subsequent to our initial business combination. Moreover, we cannot assure you that members of our management team will have significant experience or knowledge relating to the operations of the particular target business. 13 [Table of Contents](#TableOfContents) We cannot assure you that any of our key personnel will remain in senior management or advisory positions with the combined company. The determination as to whether any of our key personnel will remain with the combined company will be made at the time of our initial business combination. Following the consummation of a business combination, we may seek to recruit additional managers to supplement the incumbent management of the target business. We cannot assure you that we will have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or experience necessary to enhance the incumbent management. **Shareholders May Not Have the Ability to Approve Our Initial Business Combination** **** We may conduct redemptions without a shareholder vote pursuant to the tender offer rules of the SEC subject to the provisions of our amended and restated memorandum and articles of association. However, we will seek shareholder approval if it is required by law or applicable stock exchange rule, or we may decide to seek shareholder approval for business or other reasons. Under Nasdaqs listing rules, shareholder approval would be required for our initial business combination if, for example: | | we issue ordinary shares that will be equal to or in excess of 20% of the number of our ordinary shares then outstanding (other than in a public offering); | | | | any of our directors, officers or substantial shareholders (as defined by Nasdaq rules) has a 5% or greater interest earned on the trust account (or such persons collectively have a 10% or greater interest), directly or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of ordinary shares could result in an increase in outstanding ordinary shares or voting power of 5% or more; or | | | | the issuance or potential issuance of ordinary shares will result in our undergoing a change of control. | | The decision as to whether we will seek shareholder approval of a proposed business combination in those instances in which shareholder approval is not required by applicable law or stock exchange listing requirements will be made by us, solely in our discretion, and will be based on business and legal reasons, which include a variety of factors, including, but not limited to: (i)the timing of the transaction, including in the event we determine shareholder approval would require additional time and there is either not enough time to seek shareholder approval or doing so would place the company at a disadvantage in the transaction or result in other additional burdens on the company; (ii)the expected cost of holding a shareholder vote; (iii)the risk that the shareholders would fail to approve the proposed business combination; (iv)other time and budget constraints of the company; and (v)additional legal complexities of a proposed business combination that would be time-consuming and burdensome to present to shareholders. **Permitted Purchases of Our Securities** If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, initial shareholders, directors, officers, and their affiliates may purchase public shares or warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination, although they are under no obligation or duty to do so. Such a purchase may include a contractual acknowledgment that such shareholder, although still the record holder of our shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that our sponsor, initial shareholders, directors, officers, and their affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. It is intended that, if Rule10b-18 would apply to purchases by sponsor, initial shareholders, directors, officers, and their affiliates, then such purchases will comply with Rule10b-18 under the ExchangeAct, to the extent it applies, which provides a safe harbor for purchases made under certain conditions, including with respect to timing, pricing and volume of purchases. 14 [Table of Contents](#TableOfContents) Additionally, at any time at or prior to our initial business combination, subject to applicable securities laws (including with respect to material nonpublic information), our sponsor, initial shareholders, directors, officers, and their affiliates may enter into transactions with investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of our initial business combination or not redeem their public shares. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the trust account will be used to purchase public shares, rights or warrants in such transactions. The purpose of any such transactions could be to (1)increase the likelihood of obtaining shareholder approval of the business combination, (2)reduce the number of public warrants outstanding and/or increase the likelihood of approval on any matters submitted to the public warrant holders for approval in connection with our initial business combination or (3)satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. To the extent such securities are purchased, such public securities will not be voted, following the requirements of Tender Offers and Schedules Compliance and Disclosure Interpretations Question 166.01 promulgated by the SEC. In addition, if such purchases are made, the public float of our securities may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. Our sponsor, initial shareholders, directors, officers, and their affiliates anticipate that they may identify the shareholders with whom our sponsor, initial shareholders, directors, officers, and their affiliates may pursue privately negotiated transactions by either the shareholders contacting us directly or by our receipt of redemption requests submitted by shareholders (in the case of ClassA ordinary shares) following our mailing of proxy materials in connection with our initial business combination. To the extent that our sponsor, initial shareholders, directors, officers, and their affiliates enter into a private transaction, they would identify and contact only potential selling or redeeming shareholders who have expressed their election to redeem their shares for a pro rata share of the trust account or vote against our initial business combination, whether or not such shareholder has already submitted a proxy with respect to our initial business combination but only if such shares have not already been voted at the general meeting related to our initial business combination. Our sponsor, initial shareholders, directors, officers, and their affiliates will select which shareholders to purchase shares from based on the negotiated price and number of shares and any other factors that they may deem relevant, and will be restricted from purchasing shares if such purchases do not comply with RegulationM under the ExchangeAct and the other federal securities laws. Our sponsor, initial shareholders, directors, officers, and their affiliates will be restricted from making purchases of shares if the purchases would violate Section9(a)(2)or Rule10b-5 of the ExchangeAct. Any such purchases will be reported pursuant to Section13 and Section16 of the ExchangeAct to the extent such purchasers are subject to such reporting requirements. Additionally, in the event our sponsor, initial shareholders, directors, officers, and their affiliates were to purchase public shares or warrants from public shareholders, such purchases would be structured in compliance with the requirements of Rule14e-5 under the ExchangeAct including, in pertinent part, through adherence to the following: | | our registration statement/proxy statement filed for our business combination transaction would disclose the possibility that our sponsor, initial shareholders, directors, officers, and their affiliates may purchase public shares or warrants from public shareholders outside the redemption process, along with the purpose of such purchases; | | 15 [Table of Contents](#TableOfContents) | | if our sponsor, initial shareholders, directors, officers, and their affiliates were to purchase public shares or warrants from public shareholders, they would do so at a price no higher than the price offered through our redemption process; | | | | our registration statement/proxy statement filed for our business combination transaction would include a representation that any of our securities purchased by our sponsor, initial shareholders, directors, officers, and their affiliates would not be voted in favor of approving the business combination transaction; | | | | our sponsor, initial shareholders, directors, officers, and their affiliates would not possess any redemption rights with respect to our securities or, if they do acquire and possess redemption rights, they would waive such rights; and | | | | we would disclose in a Form 8-K, before our security holder meeting to approve the business combination transaction, the following material items: | | | | the amount of our securities purchased outside of the redemption offer by our sponsor, initial shareholders, directors, officers, and their affiliates, along with the purchase price; | | | | the purpose of the purchases by our sponsor, initial shareholders, directors, officers, and their affiliates; | | | | the impact, if any, of the purchases by our sponsor, initial shareholders, directors, officers, and their affiliates on the likelihood that the business combination transaction will be approved; | | | | the identities of our security holders who sold to our sponsor, initial shareholders, directors, officers, and their affiliates (if not purchased on the open market) or the nature of our security holders (e.g., 5% security holders) who sold to our sponsor, initial shareholders, directors, officers, and their affiliates; and | | | | the number of our securities for which we have received redemption requests pursuant to our redemption offer. | | Please see our registration statement under heading *Risk FactorsIf we seek shareholder approval of our initial business combination, our sponsor, initial shareholders, directors, officers, 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 ClassA 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 ClassA ordinary shares, regardless of whether they abstain, vote for, or vote against, our initial business combination, 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 twobusiness days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account (less taxes payable (but without deduction for any excise or similar tax that may be due or payable)), divided by the number of then outstanding public shares, subject to the limitations and on the conditions described herein. The amount in the trust account is initially anticipated to be $10.00 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, private shares and any public shares they may hold in connection with the completion of our initial business combination. The non-managing sponsor investors are not required to (i)hold any units, ClassA ordinary shares or public warrants they may purchase in the Initial Public Offering or thereafter for any amount of time, (ii)vote any ClassA 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 ClassA ordinary shares underlying the units they may purchase in the Initial Public Offering as the rights afforded to our other public shareholders. However, if the non-managing sponsor investors purchase all of the units for which they have expressed to us an interest in purchasing or otherwise hold a substantial number of our units, then the non-managing sponsor investors will potentially have different interests than our other public shareholders in approving our initial business combination and otherwise exercising their rights as public shareholders because of their indirect ownership of founder shares and private units, as further discussed in this Annual Report. 16 [Table of Contents](#TableOfContents) Our proposed initial business combination may impose a minimum cash requirement for (i)cash consideration to be paid to the target or its owners, (ii)cash for working capital or other general corporate purposes or (iii)the retention of cash to satisfy other conditions. In the event the aggregate cash consideration we would be required to pay for all ClassA ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed the aggregate amount of cash available to us, we will not complete the initial business combination or redeem any shares, and all ClassA ordinary shares submitted for redemption will be returned to the holders thereof. We may, however, raise funds through the issuance of equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop arrangements we may enter into following the Initial Public Offering, in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements. **Manner of Conducting Redemptions** **** We will provide our public shareholders with the opportunity to redeem all or a portion of their ClassA ordinary shares upon the completion of our initial business combination either (i)in connection with a general meeting called to approve the business combination or (ii)without a shareholder vote by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement or whether we were deemed to be a foreign private issuer (which would require a tender offer rather than seeking shareholder approval under SEC rules), as described above under the heading *Shareholders May Not Have the Ability to Approve Our Initial Business Combination*. Asset acquisitions and share purchases would not typically require shareholder approval while direct mergers with our company (other than with a 90% subsidiary of ours) and any transactions where we issue more than 20% of our issued and outstanding ordinary shares or seek to amend our amended and restated memorandum and articles of association would require shareholder approval. So long as we obtain and maintain a listing for our securities on Nasdaq, we will be required to comply with Nasdaqs shareholder approval rules. The requirement that we provide our public shareholders with the opportunity to redeem their public shares by one of the two methods listed above are contained in provisions of our amended and restated memorandum and articles of association and will apply whether or not we maintain our registration under the ExchangeAct or our listing on Nasdaq. Such provisions may be amended if approved by a special resolution, which requires the affirmative vote of at least two-thirds of the holders of the ordinary Shares as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the company of which notice specifying the intention to propose the resolution as a special resolution has been duly given, or a resolution approved in writing by all of the holders of the issued shares entitled to vote on such matter. The amended and restated memorandum and articles of association of the Company will require that resolutions put to the vote of a meeting shall be decided on a poll, in accordance with section 60(4) of the Companies Act of the Cayman Islands (as the same may be amended from time to time, the Companies Act) and regard shall be had to the number of votes to which each member is entitled to cast when computing whether the requisite approval threshold has been obtained to pass a special resolution, so long as we offer redemption in connection with such amendment. 17 [Table of Contents](#TableOfContents) If we provide our public shareholders with the opportunity to redeem their public shares in connection with a general meeting, we will, pursuant to our amended and restated memorandum and articles of association: | | conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation14A of the ExchangeAct, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and | | | | file proxy materials with the SEC. | | In the event that we seek shareholder approval of our initial business combination, we will distribute proxy materials and, in connection therewith, provide our public shareholders with the redemption rights described above upon completion of the initial business combination. If we seek shareholder approval, we will complete our initial business combination only if we receive an ordinary resolution under Cayman Islands law and our amended and restated memorandum and articles of association, which requires the affirmative vote of at least a simple majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company. A quorum for such meeting will be present if the holders of at least one third of issued and outstanding shares entitled to vote at the meeting are represented in person or by proxy. Our sponsor, officers and directors will count toward this quorum and, pursuant to the letter agreement, our sponsor, officers and directors have agreed to vote their founder shares, private shares and any public shares purchased during or after the Initial Public Offering (including in open market and privately-negotiated transactions), (except that any public shares such parties may purchase in compliance with the requirements of Rule14e-5 under the ExchangeAct would not be voted in favor of approving the business combination transaction). For purposes of seeking approval of an ordinary resolution, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. As a result, in addition to our founder shares and private shares, we would need 4,555,417 public shares, or approximately 32% of the 14,375,000 public shares sold in the Initial Public Offering, to be voted in favor of an initial business combination in order to have our initial business combination approved, assuming all outstanding shares are voted, and the parties to the letter agreement do not acquire any Class A ordinary shares. Assuming that only the holders of one-third of our issued and outstanding ordinary shares, representing a quorum under our amended and restated memorandum and articles of association vote their shares at a general meeting of the company, we will not need any public shares in addition to our founder shares and private shares to be voted in favor of an initial business combination in order to approve an initial business combination. However, if our initial business combination is structured as a statutory merger or consolidation of the company with another company under Cayman Islands law, the approval of our initial business combination will require a special resolution, which requires the affirmative vote of at least two-thirds of the holders of the ordinary shares as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the company of which notice specifying the intention to propose the resolution as a special resolution has been duly given, or a resolution approved in writing by all of the holders of the issued shares entitled to vote on such matter. The amended and restated memorandum and articles of association of the Company will require that resolutions put to the vote of a meeting shall be decided on a poll, in accordance with section 60(4) of the Companies Act and regard shall be had to the number of votes to which each member is entitled to cast when computing whether the requisite approval threshold has been obtained to pass a special resolution. In addition, prior to the closing of our initial business combination, only holders of our ClassB ordinary shares (i)will have the right to vote to appoint and remove directors prior to or in connection with the completion of our initial business combination and (ii)will be entitled to vote on continuing our company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend our constitutional documents or to adopt new constitutional documents, in each case, as a result of our approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). These quorum and voting thresholds, and the voting agreement of our sponsor, officers and directors, may make it more likely that we will consummate our initial business combination. Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction, or whether they do not vote or abstain from voting on the proposed transaction, or whether they were a public shareholder on the record date for the general meeting held to approve the proposed transaction. 18 [Table of Contents](#TableOfContents) If a shareholder vote is not required and we do not decide to hold a shareholder vote for business or other legal reasons, we will: | | conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and | | | | file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. | | In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more than the number of public shares we are permitted to redeem. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial business combination. Upon the public announcement of our initial business combination, if we elect to conduct redemption pursuant to the tender offer rules, we or our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our Class A ordinary shares in the open market, in order to comply with Rule 14e-5 under the Exchange Act. We intend to require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in street name, to, at the holders option, either deliver their share certificates to our transfer agent or deliver their shares to our transfer agent electronically using the Depository Trust Companys DWAC (Deposit/Withdrawal At Custodian) system, prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the scheduled vote on the proposal to approve the initial business combination. In addition, if we conduct redemptions in connection with a shareholder vote, we intend to require a public shareholder seeking redemption of its public shares to also submit a written request for redemption to our transfer agent two business days prior to the scheduled vote in which the name of the beneficial owner of such shares is included. The proxy materials or tender offer documents, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public shareholders to satisfy such delivery requirements. We believe that this will allow our transfer agent to efficiently process any redemptions without the need for further communication or action from the redeeming public shareholders, which could delay redemptions and result in additional administrative costs. If the proposed initial business combination is not approved and we continue to search for a target company, we will promptly return any certificates or shares delivered by public shareholders who elected to redeem their shares. Our proposed initial business combination may impose a minimum cash requirement for (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed the aggregate amount of cash available to us, we will not complete the initial business combination or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof. We may, however, raise funds through the issuance of equity or equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop arrangements we may enter into following the Initial Public Offering, in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements. 19 [Table of Contents](#TableOfContents) **Limitation on Redemption upon Completion of Our Initial Business Combination If We Seek Shareholder Approval** If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a group (as defined under Section13 of the ExchangeAct), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the public shares sold in the Initial Public Offering, which we refer to as Excess Shares in this Annual Report, without our prior consent. We believe this restriction will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights against a proposed business combination as a means to force us or our directors and executive officers to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in the Initial Public Offering could threaten to exercise its redemption rights if such holders shares are not purchased by us, our Sponsor or our directors and executive officers at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders ability to require us to redeem no more than 15% of the shares sold in the Initial Public Offering without our prior consent, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a certain amount of cash. However, we would not be restricting our shareholders ability to vote all of their shares (including Excess Shares) for or against our initial business combination. **Delivering Share Certificates in Connection with the Exercise of Redemption Rights** **** As described above, we intend to require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in street name, to, at the holders option, either deliver their share certificates to our transfer agent or deliver their shares to our transfer agent electronically using the Depository Trust Companys DWAC (Deposit/Withdrawal At Custodian) system, prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to twobusiness days prior to the scheduled vote on the proposal to approve the initial business combination. In addition, if we conduct redemptions in connection with a shareholder vote, we intend to require a public shareholder seeking redemption of its public shares to also submit a written request for redemption to our transfer agent twobusiness days prior to the scheduled vote in which the name of the beneficial owner of such shares is included. The proxy materials or tender offer documents, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public shareholders to satisfy such delivery requirements. Accordingly, a public shareholder would have up to twobusiness days prior to the scheduled vote on the initial business combination if we distribute proxy materials, or from the time we send out our tender offer materials until the close of the tender offer period, as applicable, to submit or tender its shares if it wishes to seek to exercise its redemption rights. In the event that a shareholder fails to comply with these or any other procedures disclosed in the proxy or tender offer materials, as applicable, its shares may not be redeemed. Given the relatively short exercise period, it is advisable for shareholders to use electronic delivery of their public shares. There is a nominal cost associated with the above-referenced process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the broker submitting or tendering shares a fee of approximately $100 and it would be up to the broker whether or not to pass this cost on to the redeeming holder. However, this fee would be incurred regardless of whether or not we require holders seeking to exercise redemption rights to submit or tender their shares. The need to deliver shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated. Any request to redeem such shares, once made, may be withdrawn at any time up to the date set forth in the proxy materials or tender offer documents, as applicable. Furthermore, if a holder of a public share delivered its certificate in connection with an election of redemption rights and subsequently decides prior to the applicable date not to elect to exercise such rights, such holder may simply request that the transfer agent return the certificate (physically or electronically). It is anticipated that the funds to be distributed to holders of our public shares electing to redeem their shares will be distributed promptly after the completion of our initial business combination. 20 [Table of Contents](#TableOfContents) If our initial business combination is not approved or completed for any reason, then our public shareholders who elected to exercise their redemption rights would not be entitled to redeem their shares for the applicable pro rata share of the trust account. In such case, we will promptly return any certificates delivered by public holders who elected to redeem their shares. If our initial proposed business combination is not completed, we may continue to try to complete a business combination with a different target until the end of the completion window. **Redemption of Public Shares and Liquidation If No Initial Business Combination** Our amended and restated memorandum and articles of association provide that we will have only the duration of the completion window to complete our initial business combination. If we have not completed our initial business combination within such time period, we will (i)cease all operations except for the purpose of winding up, (ii)as promptly as reasonably possible but not more than tenbusiness days thereafter (and subject to lawfully available funds therefor), 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 (net of amounts withdrawn to pay our taxes (but without deduction for any excise or similar tax that may be due or payable) and up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding public shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii)as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination within the completion window. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to any founder shares and private shares held by them if we fail to complete our initial business combination within the completion window, although they will entitled to liquidating distributions from assets outside the trust account. However, if our sponsor or management team acquire public shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the allotted completion window. Our sponsor, officers, directors and director nominees have agreed, pursuant to a written agreement with us, that they will not propose any 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 do not complete 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, in each case unless we provide our public shareholders with the opportunity to redeem their public shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (less taxes payable but without deduction for any excise or similar tax that may be due or payable)), divided by the number of then outstanding public shares. The non-managing sponsor investors are not required to (i)hold any units, ClassA ordinary shares or public warrants they may purchase in the Initial Public Offering or thereafter for any amount of time, (ii)vote any ClassA 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 ClassA ordinary shares underlying the units they may purchase in the Initial Public Offering as the rights afforded to our other public shareholders. However, the non-managing sponsor investors will potentially have different interests than our other public shareholders in approving our initial business combination and otherwise exercising their rights as public shareholders because of their indirect ownership of founder shares and private units, as further discussed in this Annual Report. 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 $1,200,000 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 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. 21 [Table of Contents](#TableOfContents) If we were to expend all of the net proceeds of the Initial Public Offering and the sale of the private units, 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. 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. 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 partys 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. WithumSmith + Brown, P.C., our independent registered public accounting firm, and the underwriters of the Initial Public 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 Companys 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 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 per share due to reductions in the value of the trust assets, less taxes payable (but without deduction for any excise or similar tax that may be due or 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 the Initial Public 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 sponsors 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 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. 22 [Table of Contents](#TableOfContents) In the event that the proceeds in the trust account are reduced below the lesser of (i)$10.00 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 per share due to reductions in the value of the trust assets, in each case less taxes payable (but without deduction for any excise or similar tax that may be due or 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 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 the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. We will have access to up to approximately $1,200,000 from the proceeds of the Initial Public Offering with which to pay any such potential claims (including costs and expenses incurred in connection with our liquidation, 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 $650,000, 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 $650,000, 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 or insolvency law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the trust account, we cannot assure you we will be able to return $10.00 per 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/insolvency laws as either a preferential transfer or a fraudulent conveyance, preference or disposition. As a result, a liquidator or bankruptcy or other 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 us or 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. Our public shareholders will be entitled to receive funds from the trust account only (i)in the event of the redemption of our public shares if we do not complete our initial business combination within the completion window, (ii)in connection with a shareholder vote to amend 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 do not complete 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 or (iii)if they redeem their respective shares for cash upon the completion of our initial business combination, subject to applicable law and any limitations (including but not limited to cash requirements) created by the terms of the proposed business combination. In no other circumstances will a shareholder have any right or interest of any kind to or in the trust account. In the event we seek shareholder approval in connection with our initial business combination, a shareholders voting in connection with the business combination alone will not result in a shareholders redeeming its shares to us for an applicable pro rata share of the trust account. Such shareholder must have also exercised its redemption rights described above. These provisions of our amended and restated memorandum and articles of association, like all provisions of our amended and restated memorandum and articles of association, may be amended with a shareholder vote. 23 [Table of Contents](#TableOfContents) **Competition** In identifying, evaluating and selecting a target business for our initial business combination, we may encounter competition from other entities having a business objective similar to ours, including other special purpose acquisition companies, private equity groups and leveraged buyout funds, public companies and operating businesses seeking strategic acquisitions. Many of these entities are well-established and have extensive experience identifying and effecting business combinations directly or through affiliates. Moreover, many of these competitors possess financial, technical, human and other resources that are similar to or greater than us. Our ability to acquire larger target businesses will be limited by our available financial resources. This inherent limitation gives others an advantage in pursuing the acquisition of a target business. Furthermore, our obligation to pay cash in connection with the exercise of redemption rights by our public shareholders may reduce the resources available to us for our initial business combination and our issued and outstanding warrants, and the future dilution they potentially represent, may not be viewed favorably by certain target businesses. Either or both of these factors may place us at a competitive disadvantage in successfully negotiating an initial business combination. **Facilities** **** We currently utilize office space at 350 Springfield Avenue, Suite 200, Summit, New Jersey, 07901, provided by an affiliate of our sponsor. Our right to use this space is covered in our Administrative Services Agreement with our sponsor at no additional charge to us. We consider our current office space adequate for our current operations. **** **Employees** **** We currently have three officers: Messrs. Pollard, Pande and Murphy. These individuals are not obligated to devote any specific number ofhours to our matters but they intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial business combination. The amount of time they will devote in any time period will vary based on whether a target business has been selected for our initial business combination and the stage of the business combination process we are in. We do not intend to have any full-time employees prior to the completion of our initial business combination. **Periodic Reporting and Financial Information** **** We will register our units, ClassA ordinary shares and warrants under the ExchangeAct and have reporting obligations, including the requirement that we file annual, quarterly and current reports with the SEC.In accordance with the requirements of the ExchangeAct, our annual reports will contain financial statements audited and reported on by our independent registered public accountants. We will provide shareholders with audited financial statements of the prospective target business as part of the proxy solicitation materials or tender offer documents sent to shareholders to assist them in assessing the target business. In all likelihood, these financial statements will need to be prepared in accordance with, or reconciled to, GAAP or IFRS, depending on the circumstances, and the historical financial statements may be required to be audited in accordance with the standards of the PCAOB.These financial statement requirements may limit the pool of potential target businesses we may conduct an initial business combination with because some targets may be unable to provide such statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame. We cannot assure you that any particular target business identified by us as a potential business combination candidate will have financial statements prepared in accordance with the requirements outlined above, or that the potential target business will be able to prepare its financial statements in accordance with the requirements outlined above. To the extent that these requirements cannot be met, we may not be able to acquire the proposed target business. While this may limit the pool of potential business combination candidates, we do not believe that this limitation will be material. We will be required to evaluate our internal control procedures for the fiscal year ending December31, 2026, as required by the Sarbanes-Oxley Act. Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company, will we be required to have our internal control procedures audited. A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls. The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such business combination. 24 [Table of Contents](#TableOfContents) We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Law. As an exempted company, we have applied for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section6 of the Tax Concessions Act (Revised) of the Cayman Islands, for a period of 30years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i)on or in respect of our shares, debentures or other obligations or (ii)by way of the withholding in whole or in part of a payment of dividends or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. We are an emerging growth company, as defined in Section2(a)of the Securities Act, as modified by the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section7(a)(2)(B)of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1)the lastday of the fiscal year (a)following the fifth anniversary of the completion of the Initial Public Offering, (b)in which we have total annual gross revenue of at least $1.235billion, or (c)in which we are deemed to be a large accelerated filer, which means the market value of our ClassA ordinary shares that are held by non-affiliates exceeds $700million as of the prior June30, and (2)the date on which we have issued more than $1.0billion in non-convertible debt during the prior three-year period. Additionally, we are a smaller reporting company as defined in Item10(f)(1)of RegulationS-K.Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only twoyears of audited financial statements. We will remain a smaller reporting company until the lastday of the fiscal year in which (1)the market value of our ClassA ordinary shares held by non-affiliates equals or exceeds $250million as of the end of that years second fiscal quarter, or (2)our annual revenues equaled or exceeded $100million during such completed fiscal year and the market value of our ClassA ordinary shares held by non-affiliates exceeds $700million as of the end of that years second fiscal quarter. **Legal Proceedings** There is no material litigation, arbitration or governmental proceeding currently pending against us or any of our directors and executive officers in their capacity as such. 25 [Table of Contents](#TableOfContents) **Item 1A. Risk Factors** *An investment in our securities involves a high degree of risk. You should consider carefully all of the risks described below, together with the other information contained in this Annual Report, before making a decision to invest in our securities. If any of the following events occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment.* **Summary of Risk Factors** **** An investment in our securities involves a high degree of risk. The occurrence of one or more of the events or circumstances described in the section titled Risk Factors, alone or in combination with other events or circumstances, may materially adversely affect our business, financial condition and operating results. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. Such risks include, but are not limited to: | | We are a blank check company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective. | | | | Our public shareholders may not be afforded an opportunity to vote on our proposed initial business combination, and even if we hold a vote, (i) holders of our founder shares will participate in such vote, which means we may complete our initial business combination even though a majority of our public shareholders do not support such a combination and (ii) if the non-managing sponsor investors purchase the full amount of the units for which they have expressed an interest and vote in favor of an initial business combination, we may not need any public shares sold to other investors in the Initial Public Offering to be voted in favor of the initial business combination. | | | | Your only opportunity to effect your investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash. | | | | Our sponsor will control the appointment of our board of directors until consummation of our initial business combination and will hold a substantial interest in us. As a result, it will appoint all of our directors prior to or in connection with the consummation of our initial business combination and may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support. | | | | If we seek shareholder approval of our initial business combination, our initial shareholders and management team have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote and, under certain circumstances, we may not need any public shares in addition to the founder shares to approve an initial business combination. | | | | The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target. | | | | The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares and the amount of deferred underwriting compensation may not allow us to complete the most desirable business combination or optimize our capital structure, and may substantially dilute your investment in us. | | | | The requirement that we complete our initial business combination within the completion window may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders. | | | | If we seek shareholder approval of our initial business combination, our sponsor, initial shareholders, directors, officers, advisor 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 ClassA ordinary shares or public warrants. | | 26 [Table of Contents](#TableOfContents) | | You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss. | | | | Nasdaq may delist our securities from trading on its exchange, which could limit investors ability to make transactions in our securities and subject us to additional trading restrictions. | | | | The nominal purchase price paid by our sponsor for the founder shares may result in significant dilution to the implied value of your public shares upon the consummation of our initial business combination, and our sponsor is likely to make a substantial profit on its investment in us in the event we consummate an initial business combination, even if the business combination causes the trading price of our ordinary shares to materially decline. | | | | The value of the founder shares following completion of our initial business combination is likely to be substantially higher than the nominal price paid for them, even if the trading price of our ordinary shares at such time is substantially less than $10.00 per share. | | | | You will not be entitled to protections normally afforded to investors of many other blank check companies. | | | | Past performance by our management team, our advisor and their respective affiliates, including investments and transactions in which they have participated and businesses with which they have been associated, may not be indicative of future performance of an investment in the company. | | | | We may be a passive foreign investment company, or PFIC, which could result in adverse UnitedStates federal income tax consequences to U.S.investors. | | | | To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the trust account, we may, at any time (based on our management teams ongoing assessment of all factors related to our potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the trust account and instead to hold the funds in the trust account in cash or in an interest bearing demand deposit account at a bank until the earlier of the consummation of our initial business combination or our liquidation. As a result, following the liquidation of investments in the trust account, we would likely receive less interest on the funds held in the trust account, which would likely reduce the dollar amount our public shareholders would receive upon any redemption or liquidation. | | | | If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination. | | | | Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations. | | | | Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the status of debt and equity markets, as well as protectionist legislation in our target markets. | | | | Military or other conflicts in Ukraine, Iran and the Middle East or elsewhere may lead to increased volume and price volatility for publicly traded securities, or affect the operations or financial condition of potential target companies, which could make it more difficult for us to consummate an initial business combination. | | | | An investment in the Company may result in uncertain U.S.federal income tax consequences. | | **** 27 [Table of Contents](#TableOfContents) **** **Risks Relating to our Search for, and Consummation of or Inability to Consummate, a Business Combination** **** **Our public shareholders may not be afforded an opportunity to vote on our proposed initial business combination, and (i) even if we hold a vote, holders of our founder shares will participate in such vote, which means we may complete our initial business combination even though a majority of our public shareholders do not support such a combination and (ii) if the non-managing sponsor investors purchase the full amount of the units for which they have expressed an interest and vote in favor of an initial business combination, we may not need any public shares sold to other investors in the Initial Public Offering to be voted in favor of the initial business combination for it to be completed.** **** We may choose not to hold a shareholder vote to approve our initial business combination unless the business combination would require shareholder approval under applicable law or stock exchange listing requirements. In such case, the decision as to whether we will seek shareholder approval of a proposed business combination or will allow shareholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors, such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek shareholder approval. Even if we seek shareholder approval, (i) the holders of our founder shares will participate in the vote on such approval and (ii) if the non-managing sponsor investors purchase the full amount of the units for which they have expressed an interest and vote in favor of an initial business combination, we may not need any public shares sold to other investors in the Initial Public Offering to be voted in favor of the initial business combination. Accordingly, we may complete our initial business combination even if holders of a majority of our ordinary shares do not approve of the business combination we complete. **If we seek shareholder approval of our initial business combination, our initial shareholders and management team have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote and, under certain circumstances, we may not need any public shares in addition to the founder shares to approve an initial business combination.** Our initial shareholders (assuming they do not purchase any units in the Initial Public Offering) will own 25% of our issued and outstanding ordinary shares immediately following the completion of the Initial Public Offering (not including the Class A ordinary shares that are included within the private units). Our initial shareholders and management team also may from time to time purchase ClassA ordinary shares prior to our initial business combination. Our amended and restated memorandum and articles of association provides that, if we seek shareholder approval of an initial business combination, such initial business combination will be approved if we receive an ordinary resolution under Cayman Islands law and our amended and restated memorandum and articles of association, which requires the affirmative vote of at least a simple majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company. As a result, in addition to our founder shares and private shares, we would need 4,555,417 public shares, or approximately 32% of the 14,375,000 public shares sold in the Initial Public Offering, to be voted in favor of an initial business combination in order to have our initial business combination approved, assuming all outstanding shares are voted and the parties to the letter agreement do not acquire any Class A ordinary shares. Assuming that only the holders of one-third of our issued and outstanding ordinary shares, representing a quorum under our amended and restated memorandum and articles of association, vote their ordinary shares at a general meeting of the company, we will not need any public shares in addition to our founder shares and private shares to be voted in favor of an initial business combination in order to approve an initial business combination. However, if our initial business combination is structured as a statutory merger or consolidation of the company with another company under Cayman Islands law, the approval of our initial business combination will require a special resolution, which requires the affirmative vote of at least two-thirds of the holders of the ordinary Shares as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the company of which notice specifying the intention to propose the resolution as a special resolution has been duly given, or a resolution approved in writing by all of the holders of the issued shares entitled to vote on such matter. The amended and restated memorandum and articles of association of the Company will require that resolutions put to the vote of a meeting shall be decided on a poll and in accordance with section 60(4) of the Companies Act regard shall be had to the number of votes to which each member is entitled to cast when computing whether the requisite approval threshold has been obtained to pass a special resolution. Accordingly, if we seek shareholder approval of our initial business combination, the agreement by our initial shareholders and management team to vote in favor of our initial business combination will increase the likelihood that an ordinary resolution will be passed, being the requisite shareholder approval for such initial business combination. 28 [Table of Contents](#TableOfContents) **Your only opportunity to effect your investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash.** At the time of your investment in us, you will not be provided with an opportunity to evaluate the specific merits or risks of our initial business combination. Since our board of directors may complete a business combination without seeking shareholder approval, public shareholders may not have the right or opportunity to vote on the business combination, unless we seek such shareholder vote. Accordingly, your only opportunity to effect your investment decision regarding our initial business combination may be limited to exercising your redemption rights within the period of time (which will be at least 20business days) set forth in our tender offer documents mailed to our public shareholders in which we describe our initial business combination. The amount of the deferred underwriting commissions payable to the underwriters will not be adjusted for any shares that are redeemed in connection with an initial business combination. The per share amount we will distribute to shareholders who properly exercise their redemption rights will not be reduced by the deferred underwriting commission and after such redemptions, the per-share value of shares held by non-redeeming shareholders will reflect our obligation to pay the deferred underwriting commissions. **The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target.** We may seek to enter into a business combination transaction agreement with a minimum cash requirement for (i)cash consideration to be paid to the target or its owners, (ii)cash for working capital or other general corporate purposes or (iii)the retention of cash to satisfy other conditions. If too many public shareholders exercise their redemption rights, we would not be able to meet such closing condition and, as a result, would not be able to proceed with the business combination. Consequently, if accepting all properly submitted redemption requests would not allow us to satisfy a closing condition as described above, we would not proceed with such redemption and the related business combination and may instead search for an alternate business combination. Prospective targets will be aware of these risks and, thus, may be reluctant to enter into a business combination transaction with us. **The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares and the amount of deferred underwriting compensation may not allow us to complete the most desirable business combination or optimize our capital structure, and may substantially dilute your investment in us.** At the time we enter into an agreement for our initial business combination, we will not know how many shareholders may exercise their redemption rights, and therefore will need to structure the transaction based on our expectations as to the number of shares that will be submitted for redemption. If our initial business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price, or requires us to have a minimum amount of cash at closing, we will need to reserve a portion of the cash in the trust account to meet such requirements, or arrange for third party financing. In addition, if a larger number of shares are submitted for redemption than we initially expected, we may need to restructure the transaction to reserve a greater portion of the cash in the trust account or arrange for third party financing. Raising additional third-party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. Furthermore, this dilution would increase to the extent that the anti-dilution provision of the ClassB ordinary shares results in the issuance of ClassA ordinary shares on a greater than one-to-one basis upon conversion of the ClassB ordinary shares at the time of our initial business combination. In addition, the amount of the deferred underwriting compensation payable to the underwriters will not be adjusted for any shares that are redeemed in connection with an initial business combination. The per share amount we will distribute to shareholders who properly exercise their redemption rights will not be reduced by the deferred underwriting compensation and after such redemptions, the amount held in trust will continue to reflect our obligation to pay the entire deferred underwriting compensation. The above considerations may limit our ability to complete the most desirable business combination available to us or optimize our capital structure. As a result, our obligations to redeem public shares for which redemption is requested and to pay the deferred underwriting commissions may not allow us to complete the most desirable business combination or optimize our capital structure. 29 [Table of Contents](#TableOfContents) In addition, raising additional third-party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. Furthermore, this dilution would increase to the extent that the anti-dilution provisions of the ClassB ordinary shares result in the issuance of ClassA ordinary shares on a greater than one-to-one basis upon conversion of the ClassB ordinary shares at the time of our business combination. The above considerations may limit our ability to complete the most desirable business combination available to us or optimize our capital structure and may result in substantial dilution from your purchase of our ClassA ordinary shares. The effect of this dilution will be greater for shareholders who do not redeem. The amount of the deferred underwriting compensation payable to the underwriters will not be adjusted for any shares that are redeemed in connection with an initial business combination, which may further dilute your investment. The per-share amount we will distribute to shareholders who properly exercise their redemption rights will not be reduced by the deferred underwriting compensation and after such redemptions, the per-share value of shares held by non-redeeming shareholders will reflect our obligation to pay the deferred underwriting compensation. We may not be able to generate sufficient value from the completion of our initial business combination in order to overcome the dilutive impact of these and other factors, and, accordingly, you may incur a net loss on your investment. Please see *Risks Relating to Our SecuritiesThe nominal purchase price paid by our sponsor for the founder shares may result in significant dilution to the implied value of your public shares upon the consummation of our initial business combination, and our sponsor is likely to make a substantial profit on its investment in us in the event we consummate an initial business combination, even if the business combination causes the trading price of our ordinary shares to materially decline*. **The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.** If our initial business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price, or requires us to have a minimum amount of cash at closing, the probability that our initial business combination would be unsuccessful is increased. If our initial business combination is unsuccessful, you would not receive your pro rata portion of the funds in the trust account until we liquidate the trust account. If you are in need of immediate liquidity, you could attempt to sell your shares in the open market; however, at such time our shares may trade at a discount to the pro rata amount per share in the trust account. In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with your exercise of redemption rights until we liquidate or you are able to sell your shares in the open market. **The requirement that we complete our initial business combination within the completion window may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders.** Any potential target business with which we enter into negotiations concerning a business combination will be aware that we must complete our initial business combination within the completion window. Consequently, such target business may obtain leverage over us in negotiating a business combination, knowing that if we do not complete our initial business combination with that particular target business, we may be unable to complete our initial business combination with any target business. This risk will increase as we get closer to the timeframe described above. In addition, we may have limited time to conduct due diligence and may enter into our initial business combination on terms that we would have rejected upon a more comprehensive investigation. The length of time it may take us to complete our diligence and negotiate a business combination may reduce the amount of time available for us to ultimately complete an initial business combination should such diligence or negotiations not lead to a consummated initial business combination. 30 [Table of Contents](#TableOfContents) **We may engage one or more of our underwriters or one of their respective affiliates to provide additional services to us, which may include acting as M&A advisor in connection with an initial business combination or as placement agent in connection with a related financing transaction. Our underwriters are entitled to receive deferred underwriting commissions that will be released from the trust account only upon a completion of an initial business combination. These financial incentives may cause them to have potential conflicts of interest in rendering any such additional services to us, including, for example, in connection with the sourcing and consummation of an initial business combination.** We may engage one or more of our underwriters or one of their respective affiliates to provide additional services to us after the Initial Public Offering, including, for example, identifying potential targets, providing M&A advisory services, acting as a placement agent in a private offering or arranging debt financing transactions. We may pay such underwriters or their affiliate fair and reasonable fees or other compensation that would be determined at that time in an arms length negotiation; provided that no agreement will be entered into with any of the underwriters or their respective affiliates and no fees or other compensation for such services will be paid to any of the underwriters or their respective affiliates prior to the date that is 60days from the date of this Annual Report, unless such payment would not be deemed underwriters compensation in connection with the Initial Public Offering. The underwriters are also entitled to receive deferred underwriting commissions that are conditioned on the completion of an initial business combination. The underwriters or their respective affiliates financial interests tied to the consummation of a business combination transaction may give rise to potential conflicts of interest in providing any such additional services to us, including potential conflicts of interest in connection with the sourcing and consummation of an initial business combination. The underwriters are under no obligation to provide any further services to us in order to receive all or any part of the deferred underwriting commissions. **We may not be able to complete our initial business combination within the completion window, in which case we would redeem our public shares.** We may not be able to find a suitable target business and complete our initial business combination within the completion window after the closing of the Initial Public Offering. Our ability to complete our initial business combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein. If we have not completed our initial business combination within such time period, we will (i)cease all operations except for the purpose of winding up, (ii)as promptly as reasonably possible but not more than tenbusiness days thereafter (and subject to lawfully available funds therefor), 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 (which interest shall be net of amounts withdrawn to pay our taxes (but without deduction for any excise or similar tax that may be due or payable) and up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding public shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii)as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such case, our public shareholders may only receive $10.00 per share, or possibly less, and our warrants will expire without value to the holder. In certain circumstances, our public shareholders may receive less than $10.00 per share on the redemption of their shares. 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 $10.00per share*and other risk factors described in this Risk Factors section. **We may decide not to extend the term we have to consummate our initial business combination, in which case we would redeem our public shares, and the warrants would be worthless.** We have until the date that is 24months from the closing of the Initial Public Offering or until such earlier liquidation date as our board of directors may approve, to consummate our initial business combination. If we anticipate that we may be unable to consummate our initial business combination within such period, we may seek shareholder approval to amend our amended and restated memorandum and articles of association to extend the date by which we must consummate our initial business combination. However, we may decide not to seek to extend the date by which we must consummate our initial business combination. If we do not seek to extend the date by which we must consummate our initial business combination, and we are unable to consummate our initial business combination within the applicable time period, we will (i)cease all operations except for the purpose of winding up, (ii)as promptly as reasonably possible but not more than tenbusiness days thereafter (and subject to lawfully available funds therefor), 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 (which interest shall be net of amounts withdrawn to pay our taxes (but without deduction for any excise or similar tax that may be due or payable) and up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding public shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii)as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such event, the warrants would be worthless. 31 [Table of Contents](#TableOfContents) **If we seek shareholder approval of our initial business combination, our sponsor, initial shareholders, directors, officers, advisor 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 ClassA ordinary shares or public warrants.** If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, initial shareholders, directors, officers, advisor and their affiliates may purchase public shares or warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination, although they are under no obligation or duty to do so. Such a purchase may include a contractual acknowledgment that such shareholder, although still the record holder of our shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that our sponsor, initial shareholders, directors, officers, advisors and their affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. It is intended that, if Rule10b-18 would apply to purchases by sponsor, initial shareholders, directors, officers, advisor and their affiliates, then such purchases will comply with Rule10b-18 under the ExchangeAct, to the extent it applies, which provides a safe harbor for purchases made under certain conditions, including with respect to timing, pricing and volume of purchases. Additionally, at any time at or prior to our initial business combination, subject to applicable securities laws (including with respect to material non-public information), our sponsor, initial shareholders, directors, officers, advisor and their affiliates may enter into transactions with investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of our initial business combination or not redeem their public shares. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the trust account will be used to purchase public shares, rights or warrants in such transactions. The purpose of any such transactions could be to (1)reduce the number of public warrants outstanding and/or increase the likelihood of approval on any matters submitted to the public warrant holders for approval in connection with our initial business combination or (2)satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public float of our securities may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. Any such purchases will be reported pursuant to Section13 and Section16 of the ExchangeAct to the extent such purchasers are subject to such reporting requirements. Additionally, in the event our sponsor, initial shareholders, directors, officers, advisor and their affiliates were to purchase public shares or warrants from public shareholders, such purchases would be structured in compliance with the requirements of Rule14e-5 under the ExchangeAct including, in pertinent part, through adherence to the following: | | our registration statement/proxy statement filed for our business combination transaction would disclose the possibility that our sponsor, initial shareholders, directors, officers, advisor and their affiliates may purchase public shares or warrants from public shareholders outside the redemption process, along with the purpose of such purchases; | | 32 [Table of Contents](#TableOfContents) | | if our sponsor, initial shareholders, directors, officers, advisor and their affiliates were to purchase public shares or warrants from public shareholders, they would do so at a price no higher than the price offered through our redemption process; | | | | our registration statement/proxy statement filed for our business combination transaction would include a representation that any of our securities purchased by our sponsor, initial shareholders, directors, officers, advisor and their affiliates would not be voted in favor of approving the business combination transaction; | | | | our sponsor, initial shareholders, directors, officers, advisor and their affiliates would not possess any redemption rights with respect to our securities or, if they do acquire and possess redemption rights, they would waive such rights; and | | | | we would disclose in a Form8-K, before our security holder meeting to approve the business combination transaction, the following material items: | | | | the amount of our securities purchased outside of the redemption offer by our sponsor, initial shareholders, directors, officers, advisor and their affiliates, along with the purchase price; | | | | the purpose of the purchases by our sponsor, initial shareholders, directors, officers, advisor and their affiliates; | | | | the impact, if any, of the purchases by our sponsor, initial shareholders, directors, officers, advisor and their affiliates on the likelihood that the business combination transaction will be approved; | | | | the identities of our security holders who sold to our sponsor, initial shareholders, directors, officers, advisor and their affiliates (if not purchased on the open market) or the nature of our security holders (e.g., 5% security holders) who sold to our sponsor, initial shareholders, directors, officers, advisor and their affiliates; and | | | | the number of our securities for which we have received redemption requests pursuant to our redemption offer. | | **If a shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for submitting or tendering its shares, such shares may not be redeemed.** We will comply with the proxy rules or tender offer rules, as applicable, when conducting redemptions in connection with our initial business combination. Despite our compliance with these rules, if a shareholder fails to receive our proxy materials or tender offer documents, as applicable, such shareholder may not become aware of the opportunity to redeem its shares. In addition, proxy materials or tender offer documents, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will describe the various procedures that must be complied with in order to validly tender or submit public shares for redemption. For example, we intend to require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in street name, to, at the holders option, either deliver their share certificates to our transfer agent, or to deliver their shares to our transfer agent electronically prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to twobusiness days prior to the scheduled vote on the proposal to approve the initial business combination. In addition, if we conduct redemptions in connection with a shareholder vote, we intend to require a public shareholder seeking redemption of its public shares to also submit a written request for redemption to our transfer agent twobusiness days prior to the scheduled vote in which the name of the beneficial owner of such shares is included. In the event that a shareholder fails to comply with these or any other procedures disclosed in the proxy or tender offer materials, as applicable, its shares may not be redeemed. 33 [Table of Contents](#TableOfContents) **Investors are not be entitled to protections normally afforded to investors of other blank check companies subject to Rule419 of the Securities Act.** Since the net proceeds of the Initial Public Offering and the sale of the private units are intended to be used to complete one or more initial business combinations with a target business or businesses that have not been selected, the Company may be deemed to be a blank check company under the UnitedStates securities laws. However, because we will have net tangible assets in excess of $5,000,000 upon the completion of the Initial Public Offering and the sale of the private units and will file a Current Report on Form8-K, including an audited balance sheet demonstrating this fact, we are exempt from rules promulgated by the SEC to protect investors in blank check companies, such as Rule419. Accordingly, investors will not be afforded the benefits or protections of those rules. Among other things, this means our units will be immediately tradable and we will have a longer period of time to complete our respective business combinations than do companies subject to Rule419. Moreover, if the Initial Public Offering were subject to Rule419, that rule would prohibit the release of any interest earned on funds held in the trust account to us unless and until the funds in the trust account were released to us or in connection with our completion of an initial business combination. **If we seek shareholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a group of shareholders are deemed to hold in excess of 15% of our ClassA ordinary shares, you may lose the ability to redeem all such shares in excess of 15% of our ClassA ordinary shares.** If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a group (as defined under Section13 of the ExchangeAct), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in the Initial Public Offering, which we refer to as the Excess Shares, without our prior consent. However, we would not be restricting our shareholders ability to vote all of their shares (including Excess Shares) for or against our initial business combination. Your inability to redeem the Excess Shares will reduce your influence over our ability to complete our initial business combination and you could suffer a material loss on your investment in us if you sell Excess Shares in open market transactions. Additionally, you will not receive redemption distributions with respect to the Excess Shares if we complete our initial business combination. And as a result, you will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares, would be required to sell your shares in open market transactions, potentially at a loss. **Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we are unable to complete our initial business combination, our public shareholders may receive only their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless.** We expect to encounter competition from other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing for the types of businesses we intend to acquire. Many of these individuals and entities are well-established and have extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors possess technical, human and other resources that are similar to or greater than ours or more local industry knowledge than we do and our financial resources will be relatively limited when contrasted with those of many of these competitors. While we believe there are numerous target businesses we could potentially acquire with the net proceeds of the Initial Public Offering and the sale of the private units, our ability to compete with respect to the acquisition of certain target businesses that are sizable will be limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore, we are obligated to offer holders of our public shares the right to redeem their shares for cash at the time of our initial business combination in conjunction with a shareholder vote or via a tender offer. Target companies will be aware that this may reduce the resources available to us for our initial business combination. Any of these obligations may place us at a competitive disadvantage in successfully negotiating a business combination. If we are unable to complete our initial business combination, our public shareholders may receive only their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless. 34 [Table of Contents](#TableOfContents) **If the net proceeds of the Initial Public Offering and the sale of the private units not being held in the trust account are insufficient to allow us to operate for at least the duration of the completion window, it could limit the amount available to fund our search for a target business or businesses and complete our initial business combination, and we will depend on loans from our sponsor or management team to fund our search and to complete our initial business combination.** Of the net proceeds of the Initial Public Offering, approximately $1,709,876 were available to us initially outside the trust account to fund our working capital requirements. We believe that 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. 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 $1,200,000 of such loans may be convertible into private units of the post-business combination entity at a price of $10.00 per unit at the option of the applicable lender. Such units would be identical to the private units. 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 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 per share.** Our placing of funds in the trust account may not protect those funds from third party claims against us. 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, such parties may not execute such agreements, or even if they execute such agreements they may not 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 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 partys engagement would be in the best interests of the company under the circumstances. WithumSmith + Brown, P.C., our independent registered public accounting firm, and the underwriters of the Initial Public Offering will not execute agreements with us waiving such claims to the monies held in the trust account. 35 [Table of Contents](#TableOfContents) 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 10years following redemption. Accordingly, the per-share redemption amount received by public shareholders could be less than the $10.00 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 this Annual Report, 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 Companys 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 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 per public share due to reductions in the value of the trust assets, less taxes payable (but without deduction for any excise or similar tax that may be due or 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 the Initial Public 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 sponsors 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 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. **If our initial business combination involves a company organized under the laws of the United States (or any subdivision thereof), it is possible a U.S. federal excise tax could be imposed on us in connection with any redemptions of our ordinary shares after or in connection with such initial business combination.** The Inflation Reduction Act of 2022, which, among other things, imposes a 1% U.S. federal excise tax on certain repurchases (including redemptions) of stock by publicly traded U.S. corporations after December 31, 2022 (the Excise Tax), subject to certain exceptions. If applicable, the amount of the Excise Tax is generally 1% of the aggregate fair market value of any stock repurchased by the corporation during a taxable year, net of the aggregate fair market value of certain new stock issuances by the repurchasing corporation during the same taxable year. As a Cayman Islands exempted company, the Excise Tax is currently not expected to apply to redemptions of our ordinary shares (absent any regulations or other additional guidance that may be issued in the future). However, in connection with an initial business combination involving a company organized under the laws of a state of the United States, it is possible that we will domesticate and continue as a corporation organized under the laws of a state of the United States prior to certain redemptions. Because we expect that, following such a domestication, our securities would continue to trade on a national securities exchange, in such a case, we could be subject to the Excise Tax with respect to any subsequent redemptions (including redemptions in connection with an extension vote or the initial business combination). Whether and to what extent we would be subject to the Excise Tax in connection with a business combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the business combination, extension vote or otherwise, (ii) the structure of a business combination, (iii) the nature and amount of any PIPE or other equity issuances in connection with a business combination (or otherwise issued not in connection with a business combination but issued within the same taxable year of a business combination) and (iv) the content of final regulations and other guidance from the U.S. Department of the Treasury. On June 28, 2024, the Treasury finalized certain of the proposed regulations (those relating to procedures for reporting and paying the Excise Tax). The remaining regulations (largely relating to the computation of the Excise Tax) remain in proposed form. The Treasury intends to finalize these proposed regulations at a later date and, until such time, taxpayers may continue to rely on the proposed regulations. 36 [Table of Contents](#TableOfContents) Any Excise Tax that becomes payable as a result of any redemptions of our ordinary shares (or other shares into which such ordinary shares may be converted) would be payable by us and not by the redeeming holder. We will not use the proceeds placed in the trust account, or the interest earned on the proceeds placed in the trust account, to pay for possible excise tax or any other similar tax that may be levied on us pursuant to any current, pending or future rules or laws, including any Excise Tax, prior to the release of such funds from the trust account upon our initial business combination. To the extent such taxes are applicable, the amount of cash available to the target business in connection with our initial business combination may be reduced, which could result in the shareholders of the combined company (including any of our shareholders who do not exercise their redemption rights in connection with the initial business combination) to economically bear the impact of such Excise Tax. Consequently, the Excise Tax may make a transaction with us less appealing to potential business combination targets. Finally, subject to certain exceptions, the Excise Tax should not apply in the event of our complete liquidation. **Our directors may decide not to enforce the indemnification obligations of our sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to our public shareholders.** In the event that the proceeds in the trust account are reduced below the lesser of (i)$10.00 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 per public share due to reductions in the value of the trust assets, in each case less taxes payable (but without deduction for any excise or similar tax that may be payable), if any, and up to $100,000 in dissolution expenses 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 per public share. **We may not have sufficient funds to satisfy indemnification claims of our directors and officers.** We have agreed to indemnify our officers and directors to the fullest extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect. However, our officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the trust account and to not seek recourse against the trust account for any reason whatsoever. Accordingly, any indemnification provided will be able to be satisfied by us only if (i)we have sufficient funds outside of the trust account or (ii)we consummate an initial business combination. Our obligation to indemnify our officers and directors may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholders investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions. 37 [Table of Contents](#TableOfContents) **If, after we distribute the proceeds in the trust account to our public shareholders, we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, a liquidator or a bankruptcy or other court may seek to recover such proceeds, and the members of our board of directors may be viewed as having breached their fiduciary duties to us or our creditors, thereby exposing the members of our board of directors and us to claims of punitive damages.** If, after we distribute the proceeds in the trust account to our public shareholders, 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/insolvency laws as either a preferential transfer or a fraudulent conveyance, preference or disposition. As a result, a liquidator or a bankruptcy or other court could seek to recover some or all amounts received by our shareholders. In addition, our board of directors may be viewed as having breached its fiduciary duty to us or our creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages, by paying public shareholders from the trust account prior to addressing the claims of creditors. **If, before distributing the proceeds in the trust account to our public shareholders, we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders and the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.** If, before distributing the proceeds in the trust account to our public shareholders, 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, the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced. **Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations.** We are subject to laws and regulations enacted by national, regional and local governments. In particular, we will be required to comply with certain SEC and other legal requirements and numerous complex tax laws. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete our initial business combination, and results of operations. On January24, 2024, the SEC adopted a series of new rules relating to SPACs (the SPAC Rules) requiring, among other items, (i)additional disclosures relating to SPAC business combination transactions; (ii)additional disclosures relating to dilution and to conflicts of interest involving sponsors and their affiliates in both SPAC initial public offerings and de-SPAC transactions; (iii)the use of projections by SPACs in SEC filings in connection with proposed business combination transactions; and (iv)both the SPAC and the target companys status as co-registrants on de-SPAC registration statements. In addition, the SECs adopting release provided guidance describing circumstances in which a SPAC could become subject to regulation under the Investment Company Act, including its duration, asset composition, business purpose, and the activities of the SPAC and its management team in furtherance of such goals. Compliance with the SPAC Rules and related guidance may increase the costs of, and the time needed to negotiate and complete an initial business combination and may constrain the circumstances under which we could complete an initial business combination. 38 [Table of Contents](#TableOfContents) **If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination.** As described in the risk factor above entitled Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations. the SECs adopting release with respect to the SPAC Rules provided guidance describing the extent to which SPACs could become subject to regulation under the Investment Company Act and the regulations thereunder. Whether a SPAC is an investment company will be a question of facts and circumstances. If our facts and circumstances change over time, we will update our disclosure to reflect how those changes impact the risk that we may be considered to be operating as an unregistered investment company. We can give no assurance that a claim will not be made that we have been operating as an unregistered investment company. If we are deemed to be an investment company under the Investment Company Act, we may have to change our operations, wind down our operations, or register as an investment company under the Investment Company Act. Our activities may be restricted, including: | | restrictions on the nature of our investments; and | | | | restrictions on the issuance of securities, each of which may make it difficult for us to complete our initial business combination. | | We may also have imposed upon us burdensome requirements, including: | | registration as an investment company; | | | | adoption of a specific form of corporate structure; and | | | | reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations. | | In order not to be regulatedas an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged primarily in a business other than investing, reinvesting or trading in securities and that our activities do not include investing, reinvesting, owning, holding or trading investment securities constituting more than 40% of our total assets (exclusive of U.S.government securities and cash items) on an unconsolidated basis. We are mindful of the SECs investment company definition and guidance and intend to identify and complete an initial business combination with an operating business, and not with an investment company, or to acquire minority interests in other businesses exceeding the permitted threshold. We do not believe that our anticipated activities will subject us to the Investment Company Act. To this end, the proceeds held in the trust account will initially be invested only in (i) U.S.government treasury obligations with a maturity of 185days or less; (ii) in money market funds meeting certain conditions under Rule2a-7 under the Investment Company Act which invest only in direct U.S.government treasury obligations; or (iii) an interest bearing demand deposit account. The holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended business combination. To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the trust account, we may, at any time (based on our management teams ongoing assessment of all factors related to our potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the trust account and instead to hold the funds in the trust account in cash or in an interest bearing demand deposit account at a bank. 39 [Table of Contents](#TableOfContents) Pursuant to the trust agreement, the trustee is not permitted to invest in securities or assets other than as described above. By restricting the investment of the proceeds to these instruments, and by having a business plan targeted at acquiring and growing businesses for the long term (rather than on buying and selling businesses in the manner of a merchant bank or private equity fund), we intend to avoid being deemed an investment company within the meaning of the Investment Company Act. The Initial Public Offering is not intended for persons who are seeking a return on investments in government securities or investment securities. The trust account is intended solely as a temporary depository for funds pending the earliest to occur of: (i)the completion of our initial business combination; (ii)the redemption of any public shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A)in a manner that would affect the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within the completion window; or (B)with respect to any other provision relating to the rights of holders of our ClassA ordinary shares or pre-initial business combination activity; or (iii)absent an initial business combination within the completion window, from the closing of the Initial Public Offering, our return of the funds held in the trust account to our public shareholders as part of our redemption of the public shares. We are aware of litigation claiming that certain SPACs should be considered to be investment companies. Although we believe that these claims were without merit, we cannot guarantee that we will not be deemed to be an investment company and thus subject to the Investment Company Act. If we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability to complete an initial business combination or may result in our winding down our operations and our liquidation. If we are unable to complete our initial business combination, our public shareholders may receive only approximately $10.00 per share on the liquidation of our trust account and our warrants will expire worthless, and our public shareholders would also lose the possibility of an investment opportunity in a target company as well as any potential price appreciation in the combined company following a business combination. **To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, we may, at any time (based on our management teams ongoing assessment of all factors related to our potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the trust account and instead to hold the funds in the trust account in an interest bearing demand deposit account at a bank until the earlier of the consummation of an initial business combination or our liquidation. As a result, following the liquidation of investments in the trust account, we will likely receive less interest on the funds held in the trust account than we would have had the trust account remained as initially invested, such that our public shareholders would receive less upon any redemption or liquidation of the Company than what they would have received had the investments not been liquidated.** The funds to be held in the trust account will, following the Initial Public Offering, be initially held only in (i) U.S.government treasury obligations with a maturity of 185days or less; (ii) in money market funds meeting certain conditions under Rule2a-7 under the Investment Company Act which invest only in direct U.S.government treasury obligations; or (iii) an interest bearing demand deposit account. However, to mitigate the risk of us being deemed to be an unregistered investment company (including under the subjective test of Section3(a)(1)(A)of the Investment Company Act) and thus subject to regulation under the Investment Company Act, we may, at any time (based on our management teams ongoing assessment of all factors related to our potential status under the Investment Company Act), instruct Odyssey Transfer and Trust Company, the trustee with respect to the trust account, to liquidate the funds held in the trust account and thereafter to hold all funds in the trust account in an interest bearing demand deposit account at a bank until the earlier of the consummation of our initial business combination or our liquidation. Following such liquidation, we will likely receive less interest on the funds held in the trust account than we would earn if the trust account remained invested in (i) U.S.government treasury obligations with a maturity of 185days or less; (ii) in money market funds meeting certain conditions under Rule2a-7 under the Investment Company Act which invest only in direct U.S.government treasury obligations; or (iii) an interest bearing demand deposit account and meeting certain conditions under Rule2a-7 under the Investment Company Act. However, interest previously earned on the funds held in the trust account still may be released to us to pay our taxes, if any (but without deduction for any excise or similar tax that may be due or payable), and certain other expenses as permitted. As a result, any decision to liquidate the investments held in the trust account and thereafter to hold all funds in the trust account in an interest-bearing demand deposit at a bank could reduce the dollar amount our public shareholders would receive upon any redemption or liquidation of the Company as compared to what they would have received had the investments not been so liquidated. 40 [Table of Contents](#TableOfContents) Notwithstanding the measures set forth above, we may still be deemed to be an investment company. The longer that the funds in the trust account are held in short-term U.S.government treasury obligations or in money market funds invested exclusively in such securities, the greater the risk that we may be deemed to be an unregistered investment company, in which case we may be required to liquidate. If our facts and circumstances change over time, we will update our disclosure to reflect how those changes impact the risk that we may be considered to be operating as an unregistered investment company. As disclosed above, we may determine, in our discretion, to liquidate the securities held in the trust account at any time and instead hold all funds in the trust account in an interest bearing demand deposit account or as cash or cash items at a bank, which could further reduce the dollar amount our public shareholders would receive upon any redemption or liquidation of the Company as compared to what they would have received had the investments not been so liquidated. Were we to liquidate the Company, our warrants would expire worthless, and our securityholders would lose the investment opportunity associated with an investment in the target company with which we could have consummated an initial business combination. In addition, upon moving the funds from the trust account to a deposit account, we will maintain the cash items in bank accounts which, at times, may exceed federally insured limits as guaranteed by the FDIC.While we intend to place our deposits in high-quality banks, only a small portion of the funds in our trust account will be guaranteed by the FDIC. **Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by new outbreaks, or continuation of any existing outbreaks, of any infectious disease (such as COVID-19) and the status of debt and equity markets.** Any new outbreaks, or continuation of any existing outbreaks, of any infectious disease (such as COVID-19) or other events (such as terrorist attacks, armed conflicts or natural disasters) could adversely affect the economies and financial markets worldwide, and the business of any potential target business with which we consummate an initial business combination could be materially and adversely affected. Furthermore, we may be unable to complete an initial business combination if concerns relating to any outbreak of a disease restricts travel or limits the ability to have meetings with potential investors or the target companys personnel, vendors and services providers. The extent to which any new outbreak or the continuation of any existing situation impacts our search for an initial business combination will depend on future developments, which are highly uncertain and cannot be predicted. If any such event (such as terrorist attacks, natural disasters or a significant outbreak of other infectious diseases) continues for an extensive period of time, our ability to consummate an initial business combination, or the operations of a target business with which we ultimately consummate an initial business combination, may be materially adversely affected. In addition, our ability to consummate a transaction may be dependent on the ability to raise equity and debt financing, which may be impacted by outside events (such as terrorist attacks, natural disasters or a significant outbreak of infectious diseases), including as a result of increased market volatility, decreased market liquidity and third-party financing being unavailable on terms acceptable to us or at all. **Our search for an initial business combination, and any target business with which we may ultimately consummate an initial business combination, may be materially adversely affected by current global geopolitical conditions resulting from the ongoing Russia-Ukraine conflict and the recent escalation of conflict in Iran and the Middle East and Southwest Asia.** **** UnitedStates and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the recent escalation of conflict in Iran and the Middle East and Southwest Asia. Recent hostilities between the United States, Israel and Iran have caused significant disruption to the normal flow of oil and refined petroleum products, with consequent price rises and associated economic volatility. In response to the ongoing Russia-Ukraine-- conflict, the North Atlantic Treaty Organization (NATO) deployed additional military forces to eastern Europe, and the UnitedStates, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication (SWIFT) payment system. Certain countries, including the UnitedStates, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, or have undertaken or will undertake military strikes in Southwest Asia, increasing geopolitical tensions among several nations. The invasion of Ukraine by Russia and the escalation of the conflict in the Middle East and Southwest Asia and the resulting measures that have been taken, and could be taken in the future, by NATO, the UnitedStates, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyber-attacks against U.S.companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets. 41 [Table of Contents](#TableOfContents) Any of the abovementioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the escalation of conflicts in Iran and the Middle East and Southwest Asia and subsequent sanctions or related actions, could adversely affect our search for an initial business combination and any target business with which we may ultimately consummate an initial business combination. The extent and duration of the ongoing conflicts, resulting sanctions and any related market disruptions are impossible to predict, but could be substantial, particularly if current or new sanctions continue for an extended period of time or if geopolitical tensions result in expanded military operations on a global scale. Any such disruptions may also have the effect of heightening many of the other risks described in this section. If these disruptions or other matters of global concern continue for an extended period, our ability to consummate an initial business combination, or the operations of a target business with which we may ultimately consummate an initial business combination, may be materially adversely affected. **Military or other conflicts in Ukraine, in Iran and the Middle East and Southwest Asia or elsewhere may lead to increased volume and price volatility for publicly traded securities, or affect the operations or financial condition of potential target companies, which could make it more difficult for us to consummate an initial business combination.** Military or other conflicts in Ukraine, in Iran and the Middle East, Southwest Asia or elsewhere may lead to increased volume and price volatility for publicly traded securities, or affect the operations or financial condition of potential target companies, and to other company or industry-specific, national, regional or international economic disruptions and economic uncertainty, any of which could make it more difficult for us to identify a business combination target and consummate an initial business combination on acceptable commercial terms, or at all. **If we are unable to consummate our initial business combination within the completion window, our public shareholders may be forced to wait beyond 24months before redemption from our trust account.** If we are unable to consummate our initial business combination within the completion window, the proceeds then on deposit in the trust account, including interest earned on the funds held in the trust account (net of amounts withdrawn to pay our taxes (but without deduction for any excise or similar tax that may be due or payable) and up to $100,000 of interest to pay dissolution expenses), will be used to fund the redemption of our public shares, as further described herein. Any redemption of public shareholders from the trust account will be effected automatically by function of our amended and restated memorandum and articles of association prior to any voluntary winding up. If we are required to wind-up, liquidate the trust account and distribute such amount therein, pro rata, to our public shareholders, as part of any liquidation process, such winding up, liquidation and distribution must comply with the applicable provisions of the Companies Act. In that case, investors may be forced to wait beyond the end of the completion window before the redemption proceeds of our trust account become available to them, and they receive the return of their pro rata portion of the proceeds from our trust account. We have no obligation to return funds to investors prior to the date of our redemption or liquidation unless we consummate our initial business combination prior thereto and only then in cases where investors have sought to redeem their ClassA ordinary shares. Only upon our redemption or any liquidation will public shareholders be entitled to distributions if we are unable to complete our initial business combination. 42 [Table of Contents](#TableOfContents) **Our shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.** If we are forced to enter into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, we were unable to pay our debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to recover some or all amounts received by our shareholders. Furthermore, our directors may be viewed as having breached their fiduciary duties to us or our creditors and/or may have acted in bad faith, thereby exposing themselves and our company to claims, 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. We and our directors and officers who knowingly and willfully authorized or permitted any distribution to be paid out of our share premium account while we were unable to pay our debts as they fall due in the ordinary course of business would be guilty of an offence and may be liable to a fine of $18,293 and to imprisonment for fiveyears in the Cayman Islands. **We may not hold an annual general meeting until after the consummation of our initial business combination, which could delay the opportunity for our public shareholders to discuss company affairs with management, and the holders of our ClassA ordinary shares will not have the right to vote on the appointment or removal of directors or continuing the company in a jurisdiction outside the Cayman Islands until after the consummation of our initial business combination.** In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual general meeting until no later than one year after our first fiscal year end following our listing on Nasdaq. There is no requirement under the Companies Act for us to hold annual or extraordinary general meetings to appoint directors. Until we hold an annual general meeting, public shareholders may not be afforded the opportunity to discuss company affairs with management. Our board of directors will be divided into three classes with only one class of directors being appointed in each year and each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term. In addition, as holders of our ClassA ordinary shares, our public shareholders will not have the right to vote on the appointment or removal of directors or continuing the company in a jurisdiction outside the Cayman Islands until after the consummation of our initial business combination. **Because we are neither limited to evaluating a target business in a particular industry sector nor have we selected any target businesses with which to pursue our initial business combination, you will be unable to ascertain the merits or risks of any particular target businesss operations.** Our efforts to identify a prospective initial business combination target will not be limited to a particular industry, sector or geographic region. While we may pursue an initial business combination opportunity in any industry or sector, we intend to capitalize on the ability of our management team to identify and acquire a business or businesses that can benefit from our management teams established global relationships and operating experience. Our management team has extensive experience in identifying and executing strategic investments globally and has done so successfully in a number of sectors. Our amended and restated memorandum and articles of association prohibits us from effectuating a business combination solely with another blank check company or similar company with nominal operations. Because we have not yet selected any specific target business with respect to a business combination, there is no basis to evaluate the possible merits or risks of any particular target businesss operations, results of operations, cash flows, liquidity, financial condition or prospects. To the extent we complete our initial business combination, we may be affected by numerous risks inherent in the business operations with which we combine. For example, if we combine with a financially unstable business or an entity lacking an established record of sales or earnings, we may be affected by the risks inherent in the business and operations of a financially unstable or a development stage entity. In recentyears, a number of target businesses have underperformed financially post-business combination. There are no assurances that the target business with which we consummate our initial business combination will perform as anticipated. Although our officers and directors will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all of the significant risk factors or that we will have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business. We also cannot assure you that an investment in our units will ultimately prove to be more favorable to investors than a direct investment, if such opportunity were available, in a business combination target. Accordingly, any shareholders who choose to remain shareholders following the business combination could suffer a reduction in the value of their securities. Such shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable material misstatement or material omission. 43 [Table of Contents](#TableOfContents) **We may seek business combination opportunities in industries or sectors that may be outside of our managements areas of expertise.** **** We will consider a business combination outside of our managements areas of expertise if a business combination candidate is presented to us and we determine that such candidate offers an attractive business combination opportunity for our company. Although our management will endeavor to evaluate the risks inherent in any particular business combination candidate, we cannot assure you that we will adequately ascertain or assess all of the significant risk factors. We also cannot assure you that an investment in our units will not ultimately prove to be less favorable to investors in the Initial Public Offering than a direct investment, if an opportunity were available, in a business combination candidate. In the event we elect to pursue a business combination outside of the areas of our managements expertise, our managements expertise may not be directly applicable to its evaluation or operation, and the information contained in this Annual Report regarding the areas of our managements expertise would not be relevant to an understanding of the business that we elect to acquire. As a result, our management may not be able to ascertain or assess adequately all of the relevant risk factors. Accordingly, any shareholders who choose to remain shareholders following our initial business combination could suffer a reduction in the value of their shares. Such shareholders are unlikely to have a remedy for such reduction in value. **Although we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may enter into our initial business combination with a target that does not meet such criteria and guidelines, and as a result, the target business with which we enter into our initial business combination may not have attributes entirely consistent with our general criteria and guidelines.** Although we have identified general criteria and guidelines for evaluating prospective target businesses, it is possible that a target business with which we enter into our initial business combination will not have all of these positive attributes. If we complete our initial business combination with a target that does not meet some or all of these guidelines, such combination may not be as successful as a combination with a business that does meet all of our general criteria and guidelines. In addition, if we announce a prospective business combination with a target that does not meet our general criteria and guidelines, a greater number of shareholders may exercise their redemption rights, which may make it difficult for us to meet any closing condition with a target business that requires us to have a minimum net worth or a certain amount of cash. In addition, if shareholder approval of the transaction is required by law, or we decide to obtain shareholder approval for business or other reasons, it may be more difficult for us to attain shareholder approval of our initial business combination if the target business does not meet our general criteria and guidelines. If we are unable to complete our initial business combination, our public shareholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless. **We are not required to obtain an opinion from an independent investment banking firm or from another independent entity that commonly renders valuation opinions, and consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to our shareholders from a financial point of view.** Unless we complete our initial business combination with an affiliated entity or our board of directors cannot independently determine the fair market value of the target business or businesses (including with the assistance of financial advisors), we are not required to obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that the price we are paying is fair to our shareholders from a financial point of view. If no opinion is obtained, our shareholders will be relying on the judgment of our board of directors, who will determine fair market value based on standards generally accepted by the financial community. Such standards used will be disclosed in our proxy materials or tender offer documents, as applicable, related to our initial business combination. 44 [Table of Contents](#TableOfContents) **We may issue additional ClassA ordinary shares or preference shares to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue ClassA ordinary shares upon the conversion of the founder shares at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions contained therein. Any such issuances would dilute the interest of our shareholders and likely present other risks.** Our amended and restated memorandum and articles of association authorizes the issuance of up to 200,000,000 ClassA ordinary shares, par value $0.0001 per share, 20,000,000 ClassB ordinary shares, par value $0.0001 per share, and 1,000,000 preference shares, par value $0.0001 per share. Immediately after the Initial Public Offering, there were 185,152,500 and 15,208,333 authorized but unissued ClassA ordinary shares and ClassB ordinary shares, respectively, available for issuance. This amount does not take into account shares reserved for issuance upon exercise of outstanding warrants or shares issuable upon conversion of the ClassB ordinary shares. The ClassB ordinary shares are automatically convertible into ClassA ordinary shares concurrently with or immediately following the consummation of our initial business combination but may be converted earlier at the option of the holder. The conversion ratio is initially one-for-one, but is subject to adjustment as set forth herein and in our amended and restated memorandum and articles of association, including in certain circumstances in which we issue ClassA ordinary shares or equity-linked securities related to our initial business combination. There are no preference shares issued and outstanding. Class A ordinary shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions from the trust account if we fail to consummate an initial business combination. We may issue a substantial number of additional ClassA ordinary shares or preference shares to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue ClassA ordinary shares upon conversion of the ClassB ordinary shares at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions as set forth therein. However, our amended and restated memorandum and articles of association provide, among other things, that prior to our initial business combination, except in connection with the conversion of ClassB ordinary shares into ClassA ordinary shares where the holders of such shares have waived any rights to receive funds from the trust account, we may not issue additional shares that would entitle the holders thereof to (i)receive funds from the trust account or (ii)vote as a class with public shares on any initial business combination. These provisions of our amended and restated memorandum and articles of association, like all provisions of our amended and restated memorandum and articles of association, may be amended with a shareholder vote. The issuance of additional ordinary or preference shares: | | registration as an investment company; | | | | may significantly dilute the equity interest of investors in the Initial Public Offering, which dilution would increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares; | | | | adoption of a specific form of corporate structure; and | | | | may subordinate the rights of holders of Class A ordinary shares if preference shares are issued with rights senior to those afforded our Class A ordinary shares; | | | | reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations. | | | | could cause a change in control if a substantial number of Class A ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; | | | | may subordinate the rights of holders of Class A ordinary shares if preference shares are issued with rights senior to those afforded our Class A ordinary shares; | | 45 [Table of Contents](#TableOfContents) | | may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us; | | | | may adversely affect prevailing market prices for our units, ClassA ordinary shares and/or warrants; and | | | | may not result in adjustment to the exercise price of our warrants. | | **Unlike some other similarly structured special purpose acquisition companies, our initial shareholders will receive additional ClassA ordinary shares if we issue certain shares to consummate an initial business combination.** The founder shares will automatically convert into ClassA ordinary shares (which such ClassA ordinary shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions from the trust account if we fail to consummate an initial business combination) concurrently with or immediately following the consummation of our initial business combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional ClassA ordinary shares, or any other equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to or in connection with the closing of the initial business combination, the ratio at which ClassB ordinary shares convert into ClassA ordinary shares will be adjusted (unless the holders of a majority of the outstanding ClassB ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of ClassA ordinary shares issuable upon conversion of all ClassB ordinary shares will equal, in the aggregate, 25% of the sum of (i)the total number of all ClassA ordinary shares outstanding upon the completion of the Initial Public Offering (including any ClassA ordinary shares issued pursuant to the underwriters over-allotment option and excluding the ClassA ordinary shares that are included within the private units), plus (ii)all ClassA ordinary shares and equity-linked securities issued or deemed issued, in connection with the closing of the initial business combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial business combination and any units issued to our sponsor or any of its affiliates or to our officers or directors upon conversion of working capital loans) minus (iii)any redemptions of ClassA ordinary shares by public shareholders in connection with an initial business combination and any Class A ordinary shares redeemed by public shareholders in connection with any amendment to our amended and restated memorandum and articles of association made prior to the consummation of the initial business combination (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 do not complete our initial business combination within the completion window or (B) with respect to any other material provisions relating to the rights of holders of Class A ordinary shares or pre-business combination activity; provided that such conversion of founder shares will never occur on a less than one-for-one basis. **We may issue our shares to investors in connection with our initial business combination at a price which is less than the prevailing market price of our shares at that time.** In connection with our initial business combination, we may issue ordinary or preference shares to investors in private placement transactions (so-called PIPE transactions) at a price of $10.00 per share or lower, at a price that approximates the per-share amounts in our trust account at such time. The purpose of such issuances will be to enable us to provide sufficient liquidity and capital to the post-business combination. The price of the shares we issue may therefore be less, and potentially significantly less, than the market price for our shares at such time. Any such issuances of equity securities could dilute the interests of our existing shareholders. Any financing transaction with the entities in which related parties hold ownership interests present potential for conflicts of interest, as the interests of these entities and their equity holders may not align with the interests of our company and our unaffiliated shareholders with respect to the negotiation of, and certain other matters related to, financing transactions with such entities. 46 [Table of Contents](#TableOfContents) **Since only holders of our ClassB ordinary shares will have the right to vote on the appointment of directors, upon the listing of our shares on Nasdaq, Nasdaq will consider us to be a controlled company within the meaning of Nasdaq rules and, as a result, we may qualify for exemptions from certain corporate governance requirements.** Prior to the consummation of a business combination, only holders of our ClassB ordinary shares will have the right to vote on the appointment of directors. As a result, Nasdaq will consider us to be a controlled company within the meaning of Nasdaq corporate governance standards. Under Nasdaq corporate governance standards, a company of which more than 50% of the voting power for the appointment of directors is held by an individual, group or another company is a controlled company and may elect not to comply with certain corporate governance requirements, including the requirements that: | | we have a board that includes a majority of independent directors, as defined under the rules of Nasdaq; and | | | | we have a compensation committee of our board that is comprised entirely of independent directors with a written charter addressing the committees purpose and responsibilities. | | We currently do not intend to rely on the controlled company exemption, but may do so in the future. Accordingly, if we choose to do so, you will not have the same protections afforded to shareholders of companies that are subject to all of the Nasdaq corporate governance requirements. **Resources could be consumed in researching business combinations that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we are unable to complete our initial business combination, our public shareholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless.** We anticipate that the investigation of each specific target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial costs for accountants, attorneys, consultants and others. If we decide not to complete a specific initial business combination, the costs incurred up to that point for the proposed transaction likely would not be recoverable. Furthermore, if we reach an agreement relating to a specific target business, we may fail to complete our initial business combination for any number of reasons including those beyond our control. Any such event will result in a loss to us of the related costs incurred which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we are unable to complete our initial business combination, our public shareholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless. **We may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated with our sponsor, officers, directors, or their respective affiliates or existing holders which may raise potential conflicts of interest.** In light of the involvement of our sponsor, its managing member, and our officers and directors with other entities, we may decide to acquire one or more businesses affiliated with or competitive with our sponsor, officers, directors, or their respective affiliates or existing holders. Our directors also serve as officers and/or board members for other entities, including, without limitation, those described under ManagementConflicts of Interest. Such entities may compete with us for business combination opportunities. Our sponsor, officers and directors are not currently aware of any specific opportunities for us to complete our initial business combination with any entities with which they are affiliated, and there have been no substantive discussions concerning a business combination with any such entity or entities. Although we will not be specifically focusing on, or targeting, any transaction with any affiliated entities, we would pursue such a transaction if we determined that such affiliated entity met our criteria for a business combination as set forth in Proposed BusinessEffecting our initial business combinationSelection of a target business and structuring of our initial business combination and such transaction was approved by a majority of our independent and disinterested directors. Despite our agreement to obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions regarding the fairness to our company from a financial point of view of a business combination with one or more domestic or international businesses affiliated with our sponsor, officers, directors, or existing holders, potential conflicts of interest still may exist and, as a result, the terms of the business combination may not be as advantageous to our public shareholders as they would be absent any conflicts of interest. 47 [Table of Contents](#TableOfContents) **Since our sponsor, officers and directors, and any other holders of our founder shares, including any non-managing sponsor investors, may lose their entire investment in us if our initial business combination is not completed (other than with respect to public shares they may acquire during or after the Initial Public Offering), a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination.** On August 6, 2025, our sponsor purchased, and the Company issued to the sponsor, 4,791,667 Class B ordinary shares for an aggregate purchase price of $25,000. 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 the Initial Public Offering would be a maximum of 14,375,000units if the underwriters over-allotment option is exercised in full, and therefore that such founder shares would represent 25% of the outstanding shares after the Initial Public Offering (not including the Class A ordinary shares that are included within the private units). Our public shareholders may incur material dilution due to such anti-dilution adjustments that result in the issuance of ClassA ordinary shares on a greater than one-to-one basis upon conversion. Up to 625,000 of the founder shares would have been surrendered for no consideration if the underwriters over-allotment had not been exercised in full. 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 the underwriters, have purchased an aggregate of 472,500 private units for an aggregate purchase price of $4,725,000 , or $10.00 per private unit. Of these private units, our sponsor purchased 328,750 private units and BTIG purchased 143,750 private units. Each private unit is identical to the warrants sold in the Initial Public Offering, except as described in this Annual Report. The private units were sold in a private placement that closed simultaneously with the closing of the Initial Public Offering. Certain investors (referred to as the non-managing sponsor investors throughout this Annual Report) indirectly purchased, through the purchase of non-managing sponsor membership interests, an aggregate of 260,000 private units ($2,600,000 in the aggregate) at a price of $10.00 per unit in a private placement that closed simultaneously with the closing of the Initial Public Offering. At the closing, the sponsor issued membership interests at a nominal purchase price to the non-managing sponsor investors reflecting interests in an aggregate of 2,080,000 founder shares held by the sponsor. Except in certain limited circumstances, no member of the sponsor (including the non-managing sponsor investors) may transfer all or any portion of its membership units in the sponsor. The non-managing sponsor investors are not subject to transfer restrictions or a lock-up agreement on any Class A ordinary shares that they purchased in the Initial Public Offering. The private units will be worthless if we do not complete our initial business combination. The personal and financial interests of our officers and directors may influence their motivation in identifying and selecting a target business combination, completing an initial business combination and influencing the operation of the business following the initial business combination. This risk may become more acute as the end of the completion window nears, which is the deadline for our completion of an initial business combination. **We may issue notes or other debt securities, or otherwise incur substantial debt, to complete a business combination, which may adversely affect our leverage and financial condition and thus negatively impact the value of our shareholders investment in us.** Although we have no commitments as of the date of this Annual Report to issue any notes or other debt securities, , we may choose to incur substantial debt to complete our initial business combination. The incurrence of debt could have a variety of negative effects, including: | | default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations; | | 48 [Table of Contents](#TableOfContents) | | acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; | | | | our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand; | | | | our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding; | | | | using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for expenses, capital expenditures, acquisitions and other general corporate purposes; | | | | limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; | | | | increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and | | | | limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt. | | **We may only be able to complete one business combination with the proceeds of the Initial Public Offering and the sale of the private placement units, 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 the Initial Public Offering and the private placement of units provided us with $139,918,750 that we may use to complete our initial business combination (after taking into account the $5,031,250 of deferred underwriting commissions being held in the trust account).** We may effectuate our initial business combination with a single target business or multiple target businesses simultaneously or within a short period of time. However, we may not be able to effectuate our initial business combination with more than one target business because of various factors, including the existence of complex accounting issues and the requirement that we prepare and file pro forma financial statements with the SEC that present operating results and the financial condition of several target businesses as if they had been operated on a combined basis. By completing our initial business combination with only a single entity, our lack of diversification may subject us to numerous economic, competitive and regulatory developments. Further, we would not be able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete several business combinations in different industries or different areas of a single industry. Accordingly, the prospects for our success may be: | | solely dependent upon the performance of a single business, property or asset, or | | | | dependent upon the development or market acceptance of a single or limited number of products, processes or services. | | This lack of diversification may subject us to numerous economic, competitive and regulatory risks, any or all of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent to our initial business combination. 49 [Table of Contents](#TableOfContents) **We may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to complete our initial business combination and give rise to increased costs and risks that could negatively impact our operations and profitability.** If we determine to simultaneously acquire several businesses that are owned by different sellers, we will need for each of such sellers to agree that our purchase of its business is contingent on the simultaneous closings of the other business combinations, which may make it more difficult for us, and delay our ability, to complete our initial business combination. With multiple business combinations, we could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence investigations (if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations and services or products of the acquired companies in a single operating business. If we are unable to adequately address these risks, it could negatively impact our profitability and results of operations. **We may attempt to complete our initial business combination with a private company about which little information is available, which may result in a business combination with a company that is not as profitable as we suspected, if at all.** In pursuing our business combination strategy, we may seek to effectuate our initial business combination with a privately held company. Very little public information generally exists about private companies, and we could be required to make our decision on whether to pursue a potential initial business combination on the basis of limited information, which may result in a business combination with a company that is not as profitable as we suspected, if at all. **We do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete our initial business combination with which a substantial majority of our shareholders do not agree.** Our amended and restated memorandum and articles of association will not provide a specified maximum redemption threshold. Our proposed initial business combination may impose a minimum cash requirement for (i)cash consideration to be paid to the target or its owners, (ii)cash for working capital or other general corporate purposes or (iii)the retention of cash to satisfy other conditions. As a result, we may be able to complete our initial business combination even though a substantial majority of our public shareholders do not agree with the transaction and have redeemed their shares or, if we seek shareholder approval of our initial business combination and do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, have entered into privately negotiated agreements to sell their shares to our sponsor, officers, directors, advisor or any of their affiliates. In the event the aggregate cash consideration we would be required to pay for all ClassA ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, all ClassA ordinary shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination. **In order to effectuate an initial business combination, special purpose acquisition companies have, in the recent past, amended various provisions of their charters and other governing instruments, including their warrant agreements. We cannot assure you that we will not seek to amend our amended and restated memorandum and articles of association or governing instruments in a manner that will make it easier for us to complete our initial business combination that our shareholders may not support.** In order to effectuate a business combination, special purpose acquisition companies have, in the recent past, amended various provisions of their charters and governing instruments, including their warrant agreements. For example, special purpose acquisition companies have extended the time to consummate an initial business combination and, with respect to their warrants, amended their warrant agreements to require the warrants to be exchanged for cash and/or other securities. Amending our amended and restated memorandum and articles of association will require a special resolution under Cayman Islands law, which requires the affirmative vote of at least two-thirds (or, in the scenarios described below, 90%) of the holders of the ordinary Shares as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the company of which notice specifying the intention to propose the resolution as a special resolution has been duly given, or a resolution approved in writing by all of the holders of the issued shares entitled to vote on such matter. The amended and restated memorandum and articles of association of the Company will require that resolutions put to the vote of a meeting shall be decided on a poll and in accordance with section 60(4) of the Companies Act regard shall be had to the number of votes to which each member is entitled to cast when computing whether the requisite approval threshold has been obtained to pass a special resolution. Amending our warrant agreement will require a vote of holders of at least 50% of the public warrants and, solely with respect to any amendment to the terms of the private warrants or any provision of the warrant agreement with respect to the private warrants (including, for the avoidance of doubt, the forfeiture or cancellation of any private warrants), 50% of the then outstanding private warrants (including the vote or written consent of BTIG). In addition, our amended and restated memorandum and articles of association requires us to provide our public shareholders with the opportunity to redeem their public shares, regardless of whether they abstain, vote for, or vote against, our initial business combination, for cash if we propose 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 do not complete 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. To the extent any of such amendments would be deemed to fundamentally change the nature of the securities offered in our initial public offering, we would register, or seek an exemption from registration for, the affected securities. We cannot assure you that we will not seek to amend our charter or governing instruments or extend the time to consummate an initial business combination in order to effectuate our initial business combination. 50 [Table of Contents](#TableOfContents) **The provisions of our amended and restated memorandum and articles of association that relate to our pre-business combination activity (and corresponding provisions of the agreement governing the release of funds from our trust account) may be amended with the approval of holders of not less than two-thirds of our ordinary shares which are represented in person or by proxy and are voted at a general meeting of the company, which is a lower amendment threshold than that of some other special purpose acquisition companies. It may be easier for us, therefore, to amend our amended and restated memorandum and articles of association to facilitate the completion of an initial business combination that some of our shareholders may not support.** Our amended and restated memorandum and articles of association provide that any of its provisions related to pre-business combination activity (including the requirement to deposit proceeds of the Initial Public Offering and the private placement of units into the trust account and not release such amounts except in specified circumstances, and to provide redemption rights to public shareholders as described herein, and other than amendments relating to the provisions regulating the appointment and removal of directors and continuing the company in a jurisdiction outside the Cayman Islands, which require a special resolution passed by the affirmative vote of the holders representing at least 90% of the issued Class B ordinary shares may be amended if approved by special resolution, under Cayman Islands law. Except as specified above with respect to matters requiring a 90% majority, a special resolution requires the affirmative vote of at least two-thirds of the holders of the ordinary Shares as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the company of which notice specifying the intention to propose the resolution as a special resolution has been duly given, or a resolution approved in writing by all of the holders of the issued shares entitled to vote on such matter. The amended and restated memorandum and articles of association of the Company will require that resolutions put to the vote of a meeting shall be decided on a poll and in accordance with section 60(4) of the Companies Act regard shall be had to the number of votes to which each member is entitled to cast when computing whether the requisite approval threshold has been obtained to pass a special resolution. Corresponding provisions of the trust agreement governing the release of funds from our trust account may be amended if approved by the affirmative vote of at least two-thirds of our ordinary shares which are represented in person or by proxy and are voted at a general meeting of the company. Our sponsor, which l owns 25% of our ordinary shares (not including the Class A ordinary shares that are included within the private units), will participate in any vote to amend our amended and restated memorandum and articles of association and/or trust agreement and will have the discretion to vote in any manner it chooses. As a result, we may be able to amend the provisions of our amended and restated memorandum and articles of association which govern our pre-business combination behavior more easily than some other special purpose acquisition companies, and this may increase our ability to complete a business combination with which you do not agree. Our sponsor, officers, directors and director nominees have agreed, pursuant to a written agreement with us, that they will not propose any 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 do not complete 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, in each case unless we provide our public shareholders with the opportunity to redeem their ClassA ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (less taxes payable), divided by the number of then outstanding public shares. Our shareholders are not parties to, or third-party beneficiaries of, these agreements and, as a result, will not have the ability to pursue remedies against our sponsor, officers, directors or director nominees for any breach of these agreements. As a result, in the event of a breach, our shareholders would need to pursue a shareholder derivative action, subject to applicable law. **We may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon a particular business combination.** We have not selected any specific business combination target but intend to target businesses with enterprise values that are greater than we could acquire with the net proceeds of the Initial Public Offering and the sale of the private units. As a result, if the cash portion of the purchase price exceeds the amount available from the trust account, net of amounts needed to satisfy any redemption by public shareholders, we may be required to seek additional financing to complete such proposed initial business combination. We cannot assure you that such financing will be available on acceptable terms, if at all. To the extent that additional financing proves to be unavailable when needed to complete our initial business combination, we would be compelled to either restructure the transaction or abandon that particular business combination and seek an alternative target business candidate. Further, we may be required to obtain additional financing in connection with the closing of our initial business combination for general corporate purposes, including for maintenance or expansion of operations of the post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, or to fund the purchase of other companies. If we are unable to complete our initial business combination, our public shareholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless. In addition, even if we do not need additional financing to complete our initial business combination, we may require such financing to fund the operations or growth of the target business. The failure to secure additional financing could have a material adverse effect on the continued development or growth of the target business. None of our officers, directors or shareholders is required to provide any financing to us in connection with or after our initial business combination. **Our sponsor will control the appointment of our board of directors until consummation of our initial business combination and will hold a substantial interest in us. As a result, it will appoint all of our directors prior to or in connection with the consummation of our initial business combination and may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support.** Through the founder shares, our sponsor owns 25% of our issued and outstanding ordinary shares (not including the Class A ordinary shares that are included within the private units). Accordingly, they may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support, including amendments to our amended and restated memorandum and articles of association. This potential concentration of influence could be disadvantageous to other shareholders with interests different from those of our sponsor. To the extent that any non-managing sponsor investors acquire membership interests in the sponsor, they will have no right to control the sponsor or vote or dispose of any securities held by the sponsor. In addition, the founder shares, all of which are held by our sponsor, will entitle the holders to appoint all of our directors prior to or in connection with the consummation of our initial business combination. Holders of our public shares will have no right to vote on the appointment or removal of directors during such time. Further, prior to the closing of our initial business combination, only holders of our ClassB ordinary shares will be entitled to vote on continuing our company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend our constitutional documents or to adopt new constitutional documents, in each case, as a result of our approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). These provisions of our amended and restated memorandum and articles of association may only be amended if approved by a special resolution passed by the affirmative vote of the holders representing at least 90% of the issued Class B ordinary shares. As a result, you will not have any influence over the appointment or removal of directors prior to our initial business combination or any influence over our continuation in a jurisdiction outside the Cayman Islands prior to our initial business combination. 51 [Table of Contents](#TableOfContents) If our sponsor purchases any additional ClassA ordinary shares in the aftermarket or in privately negotiated transactions, this would increase its control. Neither our sponsor nor, to our knowledge, any of our officers or directors, have any current intention to purchase additional securities. Factors that would be considered in making such additional purchases would include consideration of the current trading price of our ClassA ordinary shares. In addition, our board of directors, whose members were appointed by our sponsor, is and will be divided into three classes, each of which will generally serve for a term of threeyears with only one class of directors being appointed in each year. We may not hold an annual or extraordinary general meeting to appoint new directors prior to the completion of our initial business combination, in which case all of the current directors will continue in office until at least the completion of the business combination. If there is an annual general meeting, as a consequence of our staggered board of directors, only a minority of the board of directors will be considered for appointment and our sponsor, because of its ownership position, will have considerable influence regarding the outcome. In addition, since only holders of our ClassB ordinary shares will have the right to vote on the appointment and removal of our directors prior to our initial business combination, our initial shareholders will continue to exert control at least until the completion of our initial business combination. Accordingly, our sponsor will continue to exert control at least until the completion of our initial business combination. **Before a prospective target business is identified or the initial business combination is consummated, our sponsor or management may change or divest their ownership interests in us. Such change or divestment could deprive us of key personnel and advisors, and the public shareholders may have very limited influence over the management of the Company as a result.** Our sponsor, LeapFrog Partners LLC, is a Delaware limited liability company, which was recently formed to invest in our company. LeapFrog Management LLC, also a Delaware limited liability company, is the managing member of our sponsor. Matthew Pollard, Abhay Pande and Kevin Murphy, who are respectively our Chief Executive Officer, our President and Chief Investment Officer, and our Chief Financial Officer, are the beneficial owners of LeapFrog Management LLC. All of our officers and directors are members of the sponsor or its managing member. Although our sponsor is not expected to effect any direct or indirect transfer of the founder shares or private placement units it holds during the applicable lock-up terms, certain transfers prior to the completion of our initial business combination are permitted for the founder shares and private placement units (including the underlying securities): (a) to our officers, directors, advisors or consultants, any affiliate or family member of any of our officers, directors, advisors or consultants, any members or partners of the sponsor or their affiliates and funds and accounts advised by such members or partners, any affiliates of the sponsor, or any employees of such affiliates; (b) in the case of an individual, as a gift to such persons immediate family or to a trust, the beneficiary of which is a member of such persons immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the completion window or in connection with the consummation of a business combination at prices no greater than the price at which the shares or rights were originally purchased; (f) pro rata distributions from our sponsor to its members, partners or shareholders pursuant to our sponsors limited liability company agreement or other charter documents; (g) by virtue of the laws of the Cayman Islands or our sponsors limited liability company agreement upon dissolution of our sponsor; (h) in the event of our liquidation prior to our consummation of our initial business combination; (i) in the event that, subsequent to our consummation of an initial business combination, we complete a liquidation, merger, share exchange or other similar transaction which results in all of our shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property; or (j) to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (a) through (g); provided, however, that in the case of clauses (a) through (g) and clause (j) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions and the other restrictions contained in the letter agreements. In addition, the sponsors operating agreement does not permit any member of our sponsor (including the non-managing sponsor investors) to transfer all or any portion of its membership interests in our sponsor, except (i) with the prior written consent of the managing member of our sponsor, or (ii) after the closing of a business combination, to such members affiliates, immediate family, or to a trust, the primary beneficiary(ies) of which is a member or members of such members immediate family; provided that such recipient shall be required to become a member of our sponsor pursuant to the terms of our sponsors operating agreement and, therefore, be bound by the restrictions on transfers as set forth therein. The foregoing restriction on the transfer of membership interests also applies to the transfer of any non-management sponsor interests. There are no limitations or restrictions on the terms or types of transfers that can be approved by the manager of our sponsor in our sponsors operating agreement. Some permissible transactions, such as the transfer of founder shares from our sponsor to an officer or consultant of the Company, or the transfer of the securities of the sponsor from Mr. Pollard or Mr. Pande to a third party, or the issuance of new securities of the sponsor to a third party, may change the ownership structure or control among the sponsor and the management, or result in the control of the Company by another party. In such scenarios, the public shareholders may have very influence over the management of the Company. If our sponsor or our management transfer ownership or economic interests in us or in the sponsor to a third party before a prospective target business is identified or an initial business combination is consummated, third parties may assume control over the sponsor or the management of the Company. Such changes may deprive us of key personnel or advisors of the Company, including Mr. Pollard or Mr. Pande, which may materially and adversely affect the Companys ability to consummate initial business combination and the value of your investment in the Company. In addition, because public shareholders would not have had the opportunity to consider the identities of the persons obtaining control over us before such persons assume control, they may have limited influence over the management of the Company. 52 [Table of Contents](#TableOfContents) **We may not be able to complete an initial business combination because such initial business combination may be subject to regulatory review and approval requirements, including foreign investment regulations and review by government entities such as the Committee on Foreign Investment in the UnitedStates (CFIUS), or may be ultimately prohibited.** Our initial business combination may be subject to regulatory review and approval requirements by governmental entities, or ultimately prohibited. For example, CFIUS has authority to review direct or indirect foreign investments in U.S.companies. Among other things, CFIUS is empowered to require certain foreign investors to make mandatory filings, to charge filing fees related to such filings, and to self-initiate national security reviews of foreign direct and indirect investments in U.S.companies if the parties to that investment choose not to file voluntarily. In the case that CFIUS determines an investment to be a threat to national security, CFIUS has the power to unwind or place restrictions on the investment. Whether CFIUS has jurisdiction to review an acquisition or investment transaction depends onamong other factorsthe nature and structure of the transaction, including the level of beneficial ownership interest and the nature of any information or governance rights involved. Our sponsor is a limited liability company formed in Delaware and is not controlled by, nor does it have substantial ties with, a non-U.S.person. Nevertheless, investments that result in control of a U.S.business by a foreign person are always subject to CFIUS jurisdiction. CFIUSs expanded jurisdiction under the Foreign Investment Risk Review Modernization Actof2018 and implementing regulations that became effective on February13, 2020 further includes investments that do not result in control of a U.S.business by a foreign person but afford certain foreign investors certain information or governance rights in a U.S.business that has a nexus to critical technologies, critical infrastructure and/or sensitive personal data. If a particular proposed initial business combination with a U.S.business falls within CFIUSs jurisdiction, we may determine that we are required to make a mandatory filing or that we will submit to CFIUS review on a voluntary basis, or to proceed with the transaction without submitting to CFIUS and risk CFIUS intervention, before or after closing the transaction. CFIUS may decide to block or delay our proposed initial business combination, impose conditions with respect to such initial business combination or request the President of the UnitedStates to order us to divest all or a portion of the U.S.target business of our initial business combination that we acquired without first obtaining CFIUS approval, which may limit the attractiveness of, delay or prevent us from pursuing certain target companies that we believe would otherwise be beneficial to us and our shareholders. As a result, the pool of potential targets with which we could complete an initial business combination may be limited and we may be adversely affected in terms of competing with other special purpose acquisition companies which do not have any foreign ownership issues. In addition, certain federally licensed businesses may be subject to rules or regulations that limit foreign ownership. The process of government review, whether by CFIUS or otherwise, could be lengthy. Because we have only a limited time to complete our initial business combination, our failure to obtain any required approvals within the requisite time period may require us to liquidate. If we are unable to consummate our initial business combination within the applicable time period required under our amended and restated memorandum and articles of association, including as a result of extended regulatory review of a potential initial business combination, we will (i)cease all operations except for the purpose of winding up, (ii)as promptly as reasonably possible but not more than tenbusiness days thereafter (and subject to lawfully available funds therefor), 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 (net of amounts withdrawn to pay our taxes (but without deduction for any excise or similar tax that may be due or payable) and up to $100,000 of interest to pay dissolution expenses and net of taxes payable), divided by the number of then-outstanding public shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii)as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such event, our shareholders would miss the opportunity to benefit from an investment in a target company and the appreciation in value of such investment. Additionally, our warrants would be worthless. **As the number of special purpose acquisition companies evaluating targets increases, attractive targets may become scarcer and there may be more competition for attractive targets or such attractive targets may not be interested to consummate a business combination with a SPAC due to a negative public perception of mergers involving SPACs. This could increase the cost of our initial business combination and could even result in our inability to find a target or to consummate an initial business combination.** In recentyears, the number of special purpose acquisition companies that have been formed has increased substantially. Many potential targets for special purpose acquisition companies have already entered into an initial business combination, and there are still many special purpose acquisition companies preparing for an initial public offering, as well as many such companies currently in registration. As a result, at times, fewer attractive targets may be available to consummate an initial business combination. In addition, because there are more special purpose acquisition companies seeking to enter into an initial business combination with available targets, the competition for available targets with attractive fundamentals or business models may increase, which could cause target companies to demand improved financial terms. Attractive deals could also become scarcer for other reasons, such as economic or industry sector downturns (including a negative public perception of mergers involving SPACs), geopolitical tensions, or increases in the cost of additional capital needed to close business combinations or operate targets post-business combination. This could increase the cost of, delay or otherwise complicate or frustrate our ability to find and consummate an initial business combination and may result in our inability to consummate an initial business combination on terms favorable to our investors altogether. 53 [Table of Contents](#TableOfContents) **Adverse developments affecting the financial services industry, including events or concerns involving liquidity, defaults or non-performance by financial institutions, could adversely affect our business, financial condition or results of operations, or our prospects.** The funds in our operating account and our trust account will initially be held in banks or other financial institutions and will be invested only in (i) U.S.government treasury obligations with a maturity of 185days or less; (ii) in money market funds meeting certain conditions under Rule2a-7 under the Investment Company Act which invest only in direct U.S.government treasury obligations; or (iii) an interest bearing demand deposit account. The holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended business combination. To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the trust account, we may, at any time (based on our management teams ongoing assessment of all factors related to our potential status under the Investment Company Act) instruct the trustee to liquidate the investments held in the trust account and instead to hold the funds in the trust account in cash or in an interest-bearing demand deposit account at a bank. Our cash held in these accounts may exceed any applicable Federal Deposit Insurance Corporation (FDIC) insurance limits. Should events, including limited liquidity, defaults, non-performance or other adverse developments occur with respect to the banks or other financial institutions that hold our funds, or that affect financial institutions or the financial services industry generally, or concerns or rumors about any events of these kinds or other similar risks, the value of the assets in our trust account could be impaired, which could have a material impact on our operating results, liquidity, financial condition and prospects. For example, on March10, 2023, the FDIC announced that Silicon Valley Bank had been closed by the California Department of Financial Protection and Innovation. We cannot guarantee that the banks or other financial institutions that will hold our funds will not experience similar issues. **Because we must furnish our shareholders with target business financial statements, we may lose the ability to complete an otherwise advantageous initial business combination with some prospective target businesses.** The federal proxy rules require that the proxy statement with respect to the vote on an initial business combination include historical and pro forma financial statement disclosure. We will include the same financial statement disclosure in connection with our tender offer documents, whether or not they are required under the tender offer rules. These financial statements may be required to be prepared in accordance with, or be reconciled to, accounting principles generally accepted in the UnitedStates of America (GAAP) or international financial reporting standards as issued by the International Accounting Standards Board (IFRS) depending on the circumstances and the historical financial statements may be required to be audited in accordance with the standards of the Public Company Accounting Oversight Board (UnitedStates) (PCAOB). These financial statement requirements may limit the pool of potential target businesses we may acquire because some targets may be unable to provide such financial statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame. **Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate our initial business combination, require substantial financial and management resources, and increase the time and costs of completing an initial business combination.** Section404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with our Annual Report on Form10-K for the year ending December31, 2026. Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company, will we be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. Further, for as long as we remain an emerging growth company, we will not be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to other public companies because a target business with which we seek to complete our initial business combination may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls. The development of the internal control of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such business combination. 54 [Table of Contents](#TableOfContents) **Risks Relating to the Post-Business Combination Company** **Subsequent to our completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and the price of our securities, which could cause you to lose some or all of your investment.** Even if we conduct due diligence on a target business with which we combine, we cannot assure you that this diligence will identify all material issues that may be present within a particular target business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of the target business and outside of our control will not later arise. As a result of these factors, we may be forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about us or our securities. In addition, charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a result of assuming pre-existing debt held by a target business or by virtue of our obtaining debt financing to partially finance the initial business combination or thereafter. Accordingly, any shareholders who choose to remain shareholders following the business combination could suffer a reduction in the value of their securities. Such shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable material misstatement or material omission. **The officers and directors of an acquisition candidate may resign upon completion of our initial business combination. The loss of a business combination targets key personnel could negatively impact the operations and profitability of our post-combination business.** The role of an acquisition candidates key personnel upon the completion of our initial business combination cannot be ascertained at this time. Although we contemplate that certain members of an acquisition candidates management team will remain associated with the acquisition candidate following our initial business combination, it is possible that members of the management of an acquisition candidate will not wish to remain in place. **Our management may not be able to maintain control of a target business after our initial business combination. We cannot provide assurance that, upon loss of control of a target business, new management will possess the skills, qualifications or abilities necessary to profitably operate such business.** We may structure our initial business combination so that the post-transaction company in which our public shareholders own shares will own less than 100% of the equity interests or assets of a target business, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for us not to be required to register as an investment company under the Investment Company Act. We will not consider any transaction that does not meet such criteria. Even if the post-transaction company owns 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post business combination company, depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a transaction in which we issue a substantial number of new ClassA ordinary shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% interest in the target. However, as a result of the issuance of a substantial number of new ClassA ordinary shares, our shareholders immediately prior to such transaction could own less than a majority of our issued and outstanding ClassA ordinary shares subsequent to such transaction. In addition, other minority shareholders may subsequently combine their holdings resulting in a single person or group obtaining a larger share of the companys shares than we initially acquired. Accordingly, this may make it more likely that our management will not be able to maintain control of the target business. **We may have a limited ability to assess the management of a prospective target business and, as a result, may effect our initial business combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company.** When evaluating the desirability of effecting our initial business combination with a prospective target business, our ability to assess the target businesss management may be limited due to a lack of time, resources or information. Our assessment of the capabilities of the target businesss management, therefore, may prove to be incorrect and such management may lack the skills, qualifications or abilities we suspected. Should the target businesss management not possess the skills, qualifications or abilities necessary to manage a public company, the operations and profitability of the post-combination business may be negatively impacted. Accordingly, any shareholders who choose to remain shareholders following the business combination could suffer a reduction in the value of their shares. Such shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable material misstatement or material omission. 55 [Table of Contents](#TableOfContents) **We may seek business combination opportunities with a high degree of complexity that require significant operational improvements, which could delay or prevent us from achieving our desired results.** We may seek business combination opportunities with large, highly complex companies that we believe would benefit from operational improvements. While we intend to implement such improvements, to the extent that our efforts are delayed or we are unable to achieve the desired improvements, the business combination may not be as successful as we anticipate. To the extent we complete our initial business combination with a large complex business or entity with a complex operating structure, we may also be affected by numerous risks inherent in the operations of the business with which we combine, which could delay or prevent us from implementing our strategy. Although our management team will endeavor to evaluate the risks inherent in a particular target business and its operations, we may not be able to properly ascertain or assess all of the significant risk factors until we complete our business combination. If we are not able to achieve our desired operational improvements, or the improvements take longer to implement than anticipated, we may not achieve the gains that we anticipate. Furthermore, some of these risks and complexities may be outside of our control and leave us with no ability to control or reduce the chances that those risks and complexities will adversely impact a target business. Such combination may not be as successful as a combination with a smaller, less complex organization. **Our initial business combination and our structure thereafter may not be tax-efficient to our shareholders and warrant holders. As a result of our business combination, our tax obligations may be more complex, burdensome and/or uncertain.** Although we will attempt to structure our initial business combination in a tax-efficient manner, tax structuring considerations are complex, the relevant facts and law are uncertain and may change, and we may prioritize commercial and other considerations over tax considerations. For example, in connection with our initial business combination and subject to any requisite shareholder approval, we may: structure our business combination in a manner that requires shareholders and/or warrant holders to recognize gain or income for tax purposes; effect a business combination with a target company in another jurisdiction; or reincorporate in a different jurisdiction (including, but not limited to, the jurisdiction in which the target company or business is located). We do not intend to make any cash distributions to shareholders or warrant holders to pay taxes in connection with our business combination or thereafter. Accordingly, a shareholder or a warrant holder may need to satisfy any liability resulting from our initial business combination with cash from its own funds or by selling all or a portion of the shares or warrants received. In addition, shareholders and warrant holders may also be subject to additional income, withholding or other taxes with respect to their ownership of us after our initial business combination. In addition, we may effect a business combination with a target company that has business operations outside of the UnitedStates, and possibly, business operations in multiple jurisdictions. If we effect such a business combination, we could be subject to significant income, withholding and other tax obligations in a number of jurisdictions with respect to income, operations and subsidiaries related to those jurisdictions. Due to the complexity of tax obligations and filings in other jurisdictions, we may have a heightened risk related to audits or examinations by U.S.federal, state, local and non-U.S.taxing authorities. This additional complexity and risk could have an adverse effect on our after-tax profitability and financial condition. **Risks Relating to Acquiring and Operating a Business in Foreign Countries** **If we effect our initial business combination with a company located outside of the UnitedStates, we would be subject to a variety of additional risks that may adversely affect us.** If we pursue a target company with operations or opportunities outside of the UnitedStates for our initial business combination, we may face additional burdens in connection with investigating, agreeing to and completing such initial business combination, and if we effect such initial business combination, we would be subject to a variety of additional risks that may negatively impact our operations. If we pursue a target a company with operations or opportunities outside of the UnitedStates for our initial business combination, we would be subject to risks associated with cross-border business combinations, including in connection with investigating, agreeing to and completing our initial business combination, conducting due diligence in a foreign jurisdiction, having such transaction approved by any local governments, regulators or agencies and changes in the purchase price based on fluctuations in foreign exchange rates. 56 [Table of Contents](#TableOfContents) If we effect our initial business combination with such a company, we would be subject to any special considerations or risks associated with companies operating in an international setting, including any of the following: | | costs and difficulties inherent in managing cross-border business operations; | | | | rules and regulations regarding currency redemption; | | | | complex corporate withholding taxes on individuals; | | | | laws governing the manner in which future business combinations may be effected; | | | | exchange listing and/or delisting requirements; | | | | tariffs and trade barriers; | | | | regulations related to customs and import/export matters; | | | | local or regional economic policies and market conditions; | | | | unexpected changes in regulatory requirements; | | | | challenges in managing and staffing international operations; | | | | longer payment cycles; | | | | tax issues, such as tax law changes and variations in tax laws as compared to the UnitedStates; | | | | currency fluctuations and exchange controls; | | | | rates of inflation; | | | | challenges in collecting accounts receivable; | | | | cultural and language differences; | | | | employment regulations; | | | | underdeveloped or unpredictable legal or regulatory systems; | | | | corruption; | | | | protection of intellectual property; | | | | social unrest, crime, strikes, riots and civil disturbances; | | | | regime changes and political upheaval; | | | | terrorist attacks, natural disasters, widespread health emergencies and wars; and | | | | deterioration of political relations with the United States. | | We may not be able to adequately address these additional risks. If we were unable to do so, we may be unable to complete such initial business combination, or, if we complete such initial business combination, our operations might suffer, either of which may adversely impact our business, financial condition and results of operations. **We may reincorporate in another jurisdiction, which may result in taxes imposed on shareholders or warrant holders.** We may, in connection with our initial business combination or otherwise and, to the extent applicable, subject to requisite shareholder approval by special resolution under the Companies Act (with respect to which only holders of ClassB ordinary shares will be entitled to vote prior to our initial business combination), reincorporate in the jurisdiction in which the target company or business is located or in another jurisdiction. The transaction may require a shareholder or warrant holder to recognize taxable income in the jurisdiction in which the shareholder or warrant holder is a tax resident or in which its members are resident if it is a tax transparent entity (or may otherwise result in adverse tax consequences). We do not intend to make any cash distributions to shareholders or warrant holders to pay such taxes. Shareholders or warrant holders may be subject to withholding taxes or other taxes with respect to their ownership of our ClassA ordinary shares or warrants after the reincorporation. 57 [Table of Contents](#TableOfContents) **We may reincorporate in or transfer by way of continuation to another jurisdiction in connection with our initial business combination, and the laws of such jurisdiction may govern some or all of our future material agreements and we may not be able to enforce our legal rights.** In connection with our initial business combination, we may relocate the home jurisdiction of our business from the Cayman Islands to another jurisdiction. If we determine to do this, the laws of such jurisdiction may govern some or all of our future material agreements. The system of laws and the enforcement of existing laws in such jurisdiction may not be as certain in implementation and interpretation as in the UnitedStates. The inability to enforce or obtain a remedy under any of our future agreements could result in a significant loss of business, business opportunities or capital. **We are subject to changing law and regulations regarding regulatory matters, corporate governance and public disclosure that have increased both our costs and the risk of non-compliance.** We are subject to rules and regulations by various governing bodies, including, for example, the Securities and Exchange Commission, which are charged with the protection of investors and the oversight of companies whose securities are publicly traded, and to new and evolving regulatory measures under applicable law. Our efforts to comply with new and changing laws and regulations have resulted in and are likely to continue to result in, increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities. Moreover, because these laws, regulations and standards are subject to varying interpretations, their application in practice may evolve over time as new guidance becomes available. This evolution may result in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing revisions to our disclosure and governance practices. If we fail to address and comply with these regulations and any subsequent changes, we may be subject to penalty and our business may be harmed. **If our management following our initial business combination is unfamiliar with UnitedStates securities laws, they may have to expend time and resources becoming familiar with such laws, which could lead to various regulatory issues.** Following our initial business combination, our management may resign from their positions as officers or directors of the company and the management of the target business at the time of the business combination will remain in place. Management of the target business may not be familiar with UnitedStates securities laws. If new management is unfamiliar with UnitedStates securities laws, they may have to expend time and resources becoming familiar with such laws. This could be expensive and time-consuming and could lead to various regulatory issues which may adversely affect our operations. **Exchange rate fluctuations and currency policies may cause a target business ability to succeed in the international markets to be diminished.** In the event we acquire a non-U.S.target, all revenues and income would likely be received in a foreign currency, and the dollar equivalent of our net assets and distributions, if any, could be adversely affected by reductions in the value of the local currency. The value of the currencies in our target regions fluctuate and are affected by, among other things, changes in political and economic conditions. Any change in the relative value of such currency against our reporting currency may affect the attractiveness of any target business or, following consummation of our initial business combination, our financial condition and results of operations. Additionally, if a currency appreciates in value against the dollar prior to the consummation of our initial business combination, the cost of a target business as measured in dollars will increase, which may make it less likely that we are able to consummate such transaction. **After our initial business combination, substantially all of our assets may be located in a foreign country and substantially all of our revenue may be derived from our operations in such country. Accordingly, our results of operations and prospects will be subject, to a significant extent, to the economic, political and legal policies, developments and conditions in the country in which we operate.** The economic, political and social conditions, as well as government policies, of the country in which our operations are located could affect our business. Economic growth could be uneven, both geographically and among various sectors of the economy and such growth may not be sustained in the future. If in the future such countrys economy experiences a downturn or grows at a slower rate than expected, there may be less demand for spending in certain industries. A decrease in demand for spending in certain industries could materially and adversely affect our ability to find an attractive target business with which to consummate our initial business combination and if we effect our initial business combination, the ability of that target business to become profitable. 58 [Table of Contents](#TableOfContents) **Risks Relating to our Management Team** **We are dependent upon our officers and directors and their loss, or a reduction in the amount of time they can dedicate to our initial business combination, could adversely affect our ability to operate.** Our operations are dependent upon a relatively small group of individuals and, in particular, our officers and directors. We believe that our success depends on the continued service of our officers and directors, at least until we have completed our initial business combination. In addition, our officers and directors are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating their time among various business activities, including identifying potential business combinations and monitoring the related due diligence. We do not have an employment agreement with, or key-man insurance on the life of, any of our directors or officers. The unexpected loss of the services of one or more of our directors or officers could have a detrimental effect on us. **Our ability to successfully effect our initial business combination and to be successful thereafter will be dependent upon the efforts of our key personnel, some of whom may join us following our initial business combination. The loss of key personnel could negatively impact the operations and profitability of our post-combination business.** Our ability to successfully effect our initial business combination is dependent upon the efforts of our key personnel. The role of our key personnel in the target business, however, cannot presently be ascertained. Although some of our key personnel may remain with the target business in senior management or advisory positions following our initial business combination, it is likely that some or all of the management of the target business will remain in place. While we intend to closely scrutinize any individuals we engage after our initial business combination, we cannot assure you that our assessment of these individuals will prove to be correct. These individuals may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause us to have to expend time and resources helping them become familiar with such requirements. **Our key personnel may negotiate employment or consulting agreements with a target business in connection with a particular business combination, and a particular business combination may be conditioned on the retention or resignation of such key personnel. These agreements may provide for them to receive compensation following our initial business combination and as a result, may cause them to have conflicts of interest in determining whether a particular business combination is the most advantageous.** Our key personnel may be able to remain with our company after the completion of our initial business combination only if they are able to negotiate employment or consulting agreements in connection with the business combination. Such negotiations would take place simultaneously with the negotiation of the business combination and could provide for such individuals to receive compensation in the form of cash payments and/or our securities for services they would render to us after the completion of the business combination. Such negotiations also could make such key personnels retention or resignation a condition to any such agreement. The personal and financial interests of such individuals may influence their motivation in identifying and selecting a target business, subject to their fiduciary duties under Cayman Islands law. **Our officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination.** Our officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our officers is engaged in other business endeavors for which he may be entitled to substantial compensation, and our officers are not obligated to contribute any specific number ofhours per week to our affairs. Our independent directors also serve as officers and board members for other entities. If our officers and directors other business affairs require them to devote substantial amounts of time to such affairs in excess of their current commitment levels, it could limit their ability to devote time to our affairs which may have a negative impact on our ability to complete our initial business combination. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination target, which could materially affect our ability to complete our initial business combination. **Our officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities and, accordingly, may have conflicts of interest in allocating their time and in determining to which entity a particular business opportunity should be presented.** Following the completion of the Initial Public Offering and until we consummate our initial business combination, we intend to engage in the business of identifying and combining with one or more businesses. Our sponsor, its managing member, and our officers and directors are, or may in the future become, affiliated with entities (such as operating companies or investment vehicles) that are engaged in a similar business. We do not have employment contracts with our officers and directors that will limit their ability to work at other businesses. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, they will honor their fiduciary or contractual obligations to present such business combination opportunity to such other entity, subject to their fiduciary duties under Cayman Islands law. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by law: (i) no individual serving as a director or an officer, among other persons, shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us, and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which (a) may be a corporate opportunity for any director or officer, on the one hand, and us, on the other or (b) the presentation of which would breach an existing legal obligation of a director or officer to any other entity. As a result, the fiduciary duties or contractual obligations of our officers or directors could materially affect our ability to complete our initial business combination. 59 [Table of Contents](#TableOfContents) **Our officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.** We have not adopted a policy that expressly prohibits our directors, officers, security holders or affiliates from having a direct or indirect pecuniary or financial interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party or have an interest. In fact, we may enter into a business combination with a target business that is affiliated with our sponsor or one or more of our directors or officers or non-managing sponsor investors, although we do not intend to do so. Nor do we have a policy that expressly prohibits any such persons from engaging for their own account in business activities of the types conducted by us. Accordingly, such persons or entities may have a conflict between their interests and ours. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination target, which could materially affect our ability to complete our initial business combination. The personal and financial interests of our directors and officers may influence their motivation in timely identifying and selecting a target business and completing a business combination. Consequently, our directors and officers discretion in identifying and selecting a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of a particular business combination are appropriate and in our shareholders best interest. If this were the case, it would be a breach of their fiduciary duties to us as a matter of Cayman Islands law and we or our shareholders might have a claim against such individuals for infringing on our shareholders rights. Notwithstanding the foregoing, we might not ultimately be successful in any claim we may make against them for such reason. **Members of our management team and board of directors have significant experience as founders, board members, officers, executives or employees of other companies. Certain of those persons have been, or may become, involved in litigation, investigations or other proceedings, including related to those companies or otherwise. This may have an adverse effect on us, which may impede our ability to consummate an initial business combination.** During the course of their careers, members of our management team and board of directors have had significant experience as founders, board members, officers, executives or employees of other companies. Certain of those persons have been, or may in the future become, involved in litigation, investigations or other proceedings, including relating to the business affairs of such companies, transactions entered into by such companies, or otherwise. Any such litigation, investigations or other proceedings may divert the attention and resources of our management team and board of directors away from identifying and selecting a target business or businesses for our initial business combination and may negatively affect our reputation, which may impede our ability to complete an initial business combination. **Members of our management team and affiliated companies may have been, and may in the future be, involved in civil disputes or governmental investigations unrelated to our business.** Members of our management team have been (and intend to be) involved in a wide variety of businesses. Such involvement has, and may lead to, media coverage and public awareness. As a result, members of our management team and affiliated companies may have been, and may in the future be, involved in civil disputes or governmental investigations unrelated to our business. Any such claims or investigations may be detrimental to our reputation and could negatively affect our ability to identify and complete an initial business combination and may have an adverse effect on the price of our securities. **Our letter agreement with our sponsor, officers and directors may be amended without shareholder approval.** Our letter agreement with our sponsor, officers and directors contain provisions relating to transfer restrictions of our founder shares and private units, indemnification of the trust account, waiver of redemption rights and participation in liquidating distributions from the trust account. The letter agreement may be amended without shareholder approval (although releasing the parties from the restriction not to transfer the founder shares for 185days following the date of the prospectus included in our initial registration statement will require the prior written consent of the underwriters). While we do not expect our board to approve any amendment to the letter agreement prior to our initial business combination, it may be possible that our board, in exercising its business judgment and subject to its fiduciary duties, chooses to approve one or more amendments to the letter agreement. Any such amendments to the letter agreement would not require approval from our shareholders and may have an adverse effect on the value of an investment in our securities 60 [Table of Contents](#TableOfContents) **Risks Relating to our Securities** **You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss.** Our public shareholders will be entitled to receive funds from the trust account only upon the earliest to occur of: (i)our completion of an initial business combination, and then only in connection with those ClassA ordinary shares that such shareholder properly elected to redeem, subject to the limitations and on the conditions described herein, (ii)the redemption of any public shares properly submitted in connection with a shareholder vote to amend 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 do not complete 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, and (iii)the redemption of our public shares if we are unable to complete an initial business combination within the completion window, subject to applicable law and as further described herein. In no other circumstances will a public shareholder have any right or interest of any kind in the trust account. Holders of warrants will not have any right to the proceeds held in the trust account with respect to the warrants. Accordingly, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss. **Nasdaq may delist our securities from trading on its exchange, which could limit investors ability to make transactions in our securities and subject us to additional trading restrictions.** Our units are listed on Nasdaq, and the Class A ordinary shares and warrants are separately listed on Nasdaq. Although we met the minimum initial listing standards set forth in Nasdaq listing standards, we cannot assure you that our securities will continue to be listed on Nasdaq in the future or prior to our initial business combination. In order to continue listing our securities on Nasdaq prior to our initial business combination, we must maintain certain financial, distribution and share price levels. Generally, we must maintain a minimum market value of listed securities (generally $50,000,000) and a minimum number of holders of our securities (generally 400 public holders). Additionally, in connection with our initial business combination, we will be required to demonstrate compliance with Nasdaqs initial listing requirements, which are more rigorous than Nasdaqs continued listing requirements, in order to continue to maintain the listing of our securities on Nasdaq. For instance, for The Nasdaq Global Market, our share price would generally be required to be at least $4.00 per share, the market value of listed securities would generally be required to be at least $75 million and we would be required to have a minimum of 400 round lot holders of our securities (with at least 50% of such round lot holders holding securities with a market value of at least $2,500). We cannot assure you that we will be able to meet those initial listing requirements at that time. In addition, Nasdaq has broad subjective authority to deny listing or apply additional or more stringent criteria based on any event, condition, or circumstance that makes the listing of the company inadvisable or unwarranted in the opinion of Nasdaq. Such determination can be made even if we meet the standards forth initial or continued listing. If Nasdaq delists our securities from trading on its exchange and we are not able to list our securities on another national securities exchange, we expect our securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including: | | a limited availability of market quotations for our securities; | | | | reduced liquidity for our securities; | | | | a determination that our Class A ordinary shares are a penny stock which will require brokers trading in our Class A ordinary shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; | | | | a limited amount of news and analyst coverage; and | | | | a decreased ability to issue additional securities or obtain additional financing in the future. | | The National Securities Markets Improvement Actof1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as covered securities. Because we expect that our units and eventually our ClassA ordinary shares and warrants will be listed on Nasdaq, our units, ClassA ordinary shares and warrants will qualify as covered securities under the statute. Although the states are preempted from regulating the sale of our securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the State of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed on Nasdaq, our securities would not qualify as covered securities under the statute and we would be subject to regulation in each state in which we offer our securities. 61 [Table of Contents](#TableOfContents) **Our initial shareholders paid an aggregate of $25,000, or approximately $0.005 per founder share and, accordingly, you will experience immediate and substantial dilution from the purchase of our ClassA ordinary shares.** The difference between the public offering price per share (allocating all of the unit purchase price to the ClassA ordinary share and none to the warrant included in the unit) and the pro forma net tangible book value per share of our ClassA ordinary shares after the Initial Public Offering constitutes the dilution to investors in the Initial Public Offering. Our initial shareholders acquired the founder shares at a nominal price, significantly contributing to this dilution. Upon closing of the Initial Public Offering, our public shareholders incurred an immediate and substantial dilution of approximately 107.2% (or $10.72 per share), the difference between the pro forma net tangible book deficit per share after the Initial Public Offering of $0.72 (assuming a maximum redemption scenario) 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 ClassA 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 ClassA ordinary shares. **The investment by our non-managing sponsor investors in a significant percentage of the units in the Initial Public Offering could reduce the trading volume, volatility and liquidity for our shares, adversely affect the trading price of our shares and, further, may present a conflict of interest for such non-managing sponsor investors in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination.** The non-managing sponsor investors expressed to us an interest in purchasing up to an aggregate of approximately 5,692,500 units in the Initial Public Offering at the offering price (assuming the exercise in full of the underwriters over-allotment option), or up to 39.6% of the Initial Public Offering. None of the non-managing sponsor investors expressed to us an interest in purchasing more than 9.9% of the units sold in the Initial Public Offering. The post-offering trading volume, volatility and liquidity of our securities may be reduced relative to what they would have been had the units been more widely offered and sold to other public investors. Although we have no knowledge of any affiliation or other agreement or arrangement, as to voting of our securities or otherwise, among the non-managing sponsor investors, so long as they hold a substantial portion of the units purchased, the sponsor and the non-managing sponsor investors would collectively own a significant number of our shares. Further, the non-managing sponsor investors will share in any appreciation of the founder shares through their membership interests in the sponsor if we successfully complete a business combination. Non-managing sponsor investors interests in the founder shares may provide them with an incentive to vote any public shares they own in favor of a business combination, and make a substantial profit on such interests, even if the business combination is with a target that ultimately declines in value and is not profitable for other public shareholders. Therefore, in the event that the non-managing sponsor investors purchased the full amount of units described herein, continue to hold the shares included in the units and individually decide to vote such shares in favor of our initial business combination, we would not need any additional public shares sold in the Initial Public Offering to be voted in favor of our initial business combination to have our initial business combination approved. **The nominal purchase price paid by our sponsor for the founder shares may result in significant dilution to the implied value of the public shares upon the consummation of our initial business combination, and our sponsor is likely to make a substantial profit on its investment in us in the event we consummate an initial business combination, even if the business combination causes the trading price of our ordinary shares to materially decline.** We offered our units at an offering price of $10.00 per unit in the Initial Public Offering and the amount in our trust account upon the consummation of the Initial Public Offering was $10.00 per public share, implying an initial value of $10.00 per public share. However, prior to the Initial Public Offering, our sponsor paid a nominal aggregate purchase price of $25,000 for the founder shares, or approximately $0.005 per share. As a result, the value of the public shares may be significantly diluted upon the consummation of our initial business combination, when the founder shares are converted into Class A ordinary shares. The following table shows the public shareholders and our sponsors investment per share and how these compare to the implied value of one ClassA ordinary share upon the completion of our initial business combination. The following table assumes that (i)our valuation is $143,750,000 (which is the amount we would have in the trust account for our initial business combination 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 warrants, (ii)the trading price of our ClassA ordinary shares, (iii)the initial business combination transaction costs (other than the payment of $5,031,250 of deferred underwriting commissions), (iv)any equity issued or cash paid to the targets sellers, (v)any equity issued to other third party investors, or (vi)the targets business itself. | Public shares | | | 14,375,000 | | | | Founder shares | | | 4,791,667 | | | | Private placement shares | | | 472,500 | | | | Total shares | | | 19,639,167 | | | | Total funds in trust available for initial business combination (net of deferred underwriting commissions) | | $ | 138,619,750 | | | | Public shareholders investment per ClassA ordinary share1 | | $ | 10.00 | | | | Sponsors investment per ClassB ordinary share(2) | | $ | 0.99 | | | | Initial implied value per public share(3) | | $ | 9.64 | | | | Implied value per share upon consummation of initial business combination(4) | | $ | 7.23 | | | | 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 the underwriters is $4,750,000, consisting of (i)$25,000 paid by the sponsor for the founder shares and (ii)$4,725,000 paid by the sponsor and the underwriters for 472,500 private units. For purposes of this table, the full investment amount is ascribed to the founder shares only. | | | (3) | Initial implied value per public share is defined as the funds available for the initial business combination (following payment of the underwriters deferred fee) divided by the public shares issued of 14,375,000. | | | (4) | All founder shares would automatically convert into ClassA ordinary shares upon completion of our initial business combination or earlier at the option of the holder. | | 62 [Table of Contents](#TableOfContents) Based on these assumptions, each ClassA ordinary share would have an implied value of $7.23 per share upon completion of our initial business combination, representing an approximately 25% decrease from the initial implied value of $9.64 per public share. While the implied value of $7.23 per ClassA 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 $10.00 per ClassA ordinary share, the 4,791,667 ClassA ordinary shares that the sponsor would own upon completion of our initial business combination (after automatic conversion of the 4,791,667 founder shares) would have an aggregate implied value of $47,916,670). As a result, even if the trading price of our ClassA ordinary share 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 management could potentially recoup its entire investment in our company (an aggregate of $712,500, consisting of $687,500 used for the purchase of the private units, excluding the portion to be acquired by non-managing sponsor investors, and the $25,000 used for the purchase of the founder shares) even if the trading price of our ClassA ordinary shares after the initial business combination is as low as $0.26 per share. As a result, our management is likely to earn a substantial profit on its investment in us upon disposition of its ClassA ordinary shares even if the trading price of our ClassA ordinary shares declines after we complete our initial business combination. Our management 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 management had paid the same per share price for the founder shares as our public shareholders paid for their public shares. The non-managing sponsor investors will share in any appreciation of the founder shares through their membership interests in the sponsor if we successfully complete a business combination. Accordingly, non-managing sponsor investors interests in the founder shares owned by them indirectly through their membership interests in the sponsor may provide them with an incentive to vote any public shares they own in favor of a business combination, and make a substantial profit on such interests, even if the business combination is with a target that ultimately declines in value and is not profitable for other public shareholders. This dilution would increase to the extent that the anti-dilution provisions of the founder shares result in the issuance of ClassA ordinary shares on a greater than one-to-one basis upon conversion of the founder shares at the time of our initial business combination and would become exacerbated to the extent that public shareholders seek redemptions from the trust for their public shares. 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 ClassA ordinary shares. **The value of the founder shares following completion of our initial business combination is likely to be substantially higher than the nominal price paid for them, even if the trading price of our ordinary shares at such time is substantially less than $10.00 per public share.** Upon the closing of the Initial Public Offering and the exercise of the over-allotment option, our sponsor and the non-managing sponsor investors had invested in us an aggregate of $4,750,000, comprised of the $25,000 purchase price for the founder shares and the $4,725,000 purchase price for the private units. Assuming a trading price of $10.00 per public share upon consummation of our initial business combination, the 4,791,667 founder shares would have an aggregate implied value of $47,916,670. Even if the trading price of our ordinary shares were as low as $0.70 per share, and the private warrants are worthless, the value of the founder shares and private shares would be equal to our sponsors, and the non-managing sponsor investors (if any), aggregate initial investment in us. As a result, our sponsor and the non-managing sponsor investors (if any) are likely to be able to make a substantial profit on its investment in us at a time when our public shares have lost significant value. Accordingly, members of our management team, who own interests in our sponsor, may be more willing to pursue a business combination with a riskier 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. In addition, our non-managing sponsor investors (if any) may have different interests than other public shareholders due to their additional upfront investment in the company and their membership interests in the sponsor. **The determination of the offering price of our units and the size of the Initial Public Offering was more arbitrary than the pricing of securities and size of an offering of an operating company in a particular industry. Investors may have less assurance, therefore, that the offering price of our units properly reflected the value of such units than they would have in a typical offering of an operating company.** Prior to the Initial Public Offering there had been no public market for any of our securities. The public offering price of the units and the terms of the warrants were negotiated between us and the underwriters. In determining the size of the Initial Public Offering, management held customary organizational meetings with the representative of the underwriters, both prior to our inception and thereafter, with respect to the state of capital markets, generally, and the amount the underwriters believed they reasonably could raise on our behalf. Factors considered in determining the size of the Initial Public Offering, prices and terms of the units, including the ClassA ordinary shares and warrants underlying the units, include: | | the history and prospects of companies whose principal business is the acquisition of other companies; | | | | prior offerings of those companies; | | | | our prospects for acquiring an operating business at attractive values; | | | | a review of debt to equity ratios in leveraged transactions; | | | | our capital structure; | | | | an assessment of our management and their experience in identifying operating companies; | | | | general conditions of the securities markets at the time of the Initial Public Offering; and | | | | other factors as were deemed relevant. | | Although these factors were considered, the determination of our offering size, price and terms of the unitsis more arbitrary than the pricing of securities of an operating company in a particular industry since we have no historical operations or financial results. 63 [Table of Contents](#TableOfContents) **An active market for our securities may not develop or be sustained, which would adversely affect the liquidity and price of our securities.** The price of our securities may vary significantly due to one or more potential business combinations and general market or economic conditions, including as a result of geopolitical events like the conflicts in Ukraine, Iran and the Middle East and Southwest Asia, and economic impacts such as inflation, a global pandemic or tariffs. An active trading market for our securities may never develop or, if developed, it may not be sustained. You may be unable to sell your securities unless an active market develops and is sustained. **Because we are incorporated under the laws of the Cayman Islands, investors may face difficulties in protecting their interests, and their ability to protect their rights through the U.S.Federal courts may be limited.** We are an exempted company incorporated under the laws of the Cayman Islands. As a result, it may be difficult for investors to effect service of process within the UnitedStates upon our directors or officers, or enforce judgments obtained in the UnitedStates courts against our directors or officers. Our corporate affairs will be governed by our amended and restated memorandum and articles of association, the Companies Act (as the same may be supplemented or amended from time to time) and the common law of the Cayman Islands. We will also be subject to the federal securities laws of the UnitedStates. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions in the UnitedStates. In particular, the Cayman Islands has a different body of securities laws as compared to the UnitedStates, and certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law. In addition, Cayman Islands companies may not have standing to initiate a shareholders derivative action in a Federal court of the UnitedStates. We have been advised by Appleby (Cayman) Ltd., our Cayman Islands legal counsel, that the courts of the Cayman Islands are unlikely (i)to recognize or enforce against us judgments of courts of the UnitedStates predicated upon the civil liability provisions of the federal securities laws of the UnitedStates or any state; and (ii)in original actions brought in the Cayman Islands, to impose liabilities against us predicated upon the civil liability provisions of the federal securities laws of the UnitedStates or any state, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the UnitedStates, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere. As a result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as public shareholders of a UnitedStates company. **After our initial business combination, it is possible that a majority of our directors and officers will live outside the UnitedStates and all of our assets will be located outside the UnitedStates; therefore, investors may not be able to enforce federal securities laws or their other legal rights.** It is possible that after our initial business combination, a majority of our directors and officers will reside outside of the UnitedStates and all of our assets will be located outside of the UnitedStates. As a result, it may be difficult, or in some cases not possible, for investors in the UnitedStates to enforce their legal rights, to effect service of process upon all of our directors or officers or to enforce judgments of UnitedStates courts predicated upon civil liabilities and criminal penalties on our directors and officers under UnitedStates laws. 64 [Table of Contents](#TableOfContents) **Provisions in our amended and restated memorandum and articles of association may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our ClassA ordinary shares and could entrench management.** Our amended and restated memorandum and articles of association contain provisions that may discourage unsolicited takeover proposals that shareholders may consider to be in their best interests. These provisions include a staggered board of directors and the ability of the board of directors to designate the terms of and issue new series of preference shares, which may make the removal of management more difficult and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities. **Our amended and restated memorandum and articles of association provide that the courts of the Cayman Islands will be the exclusive forums for certain disputes between us and our shareholders, which could limit our shareholders ability to obtain a favorable judicial forum for complaints against us or our directors, officers or employees.** Our amended and restated memorandum and articles of association provide that unless we consent in writing to the selection of an alternative forum, the courts of the Cayman Islands shall have exclusive jurisdiction over any claim or dispute arising out of or in connection with our amended and restated memorandum and articles of association or otherwise related in any way to each shareholders shareholding in us, including but not limited to (i)any derivative action or proceeding brought on our behalf, (ii)any action asserting a claim of breach of any fiduciary or other duty owed by any of our current or former directors, officersor other employeesto us or our shareholders, (iii)any action asserting a claim arising pursuant to any provision of the Companies Act or our amended and restated memorandum and articles of association, or (iv)any action asserting a claim against us governed by the internal affairs doctrine (as such concept is recognized under the laws of the UnitedStates of America) and that each shareholder irrevocably submits to the exclusive jurisdiction of the courts of the Cayman Islands over all such claims or disputes. The forum selection provision in our amended and restated memorandum and articles of association will not apply to actions or suits brought to enforce any liability or duty created by the Securities Act, ExchangeAct or any claim for which the federal district courts of the UnitedStates of America are, as a matter of the laws of the UnitedStates of America, the sole and exclusive forum for determination of such a claim. Our amended and restated memorandum and articles of association also provide that, without prejudice to any other rights or remedies that we may have, each of our shareholders acknowledges that damages alone would not be an adequate remedy for any breach of the selection of the courts of the Cayman Islands as exclusive forum and that accordingly we shall be entitled, without proof of special damages, to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of the selection of the courts of the Cayman Islands as exclusive forum. This choice of forum provision may increase a shareholders cost and limit the shareholders ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage lawsuits against us and our directors, officers and other employees. Any person or entity purchasing or otherwise acquiring any of our shares or other securities, whether by transfer, sale, operation of law or otherwise, shall be deemed to have notice of and have irrevocably agreed and consented to these provisions. There is uncertainty as to whether a court would enforce such provisions, and the enforceability of similar choice of forum provisions in other companies charter documents has been challenged in legal proceedings. It is possible that a court could find this type of provisions to be inapplicable or unenforceable, and if a court were to find this provision in our amended and restated memorandum and articles of association to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving the dispute in other jurisdictions, which could have adverse effect on our business and financial performance. **An investment in the Company may result in uncertain U.S.federal income tax consequences.** An investment in the Company 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, the allocation an investor makes with respect to the purchase price of a unit between the ClassA ordinary share and the one-half of a warrant to purchase one ClassA 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 is unclear under current law, and the adjustment to the number of ordinary shares for which the warrant may be exercised or to the exercise price of the warrant could give rise to dividend income to U.S. Holders (as defined below) without a corresponding payment of cash. Finally, it is unclear whether the redemption rights with respect to our ClassA ordinary shares suspend the running of a U.S.Holders holding period for purposes of determining whether any gain or loss realized by such holder on the sale or exchange of ClassA 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. As used herein, the term U.S.Holder means a beneficial owner of units, ClassA ordinary shares or warrants who or that is, for UnitedStates federal income tax purposes: | | | an individual citizen or resident of the UnitedStates; | | | | | a corporation (or other entity treated as a corporation for UnitedStates federal income tax purposes) that is created or organized (or treated as created or organized) in or under the laws of the UnitedStates, any state thereof or the District of Columbia; | | | | | an estate the income of which is subject to UnitedStates federal income taxation regardless of its source; or | | | | | a trust if (A)a court within the UnitedStates is able to exercise primary supervision over the administration of the trust and one or more U.S.persons have the authority to control all substantial decisions of the trust, or(B)it has in effect a valid election to be treated as a U.S.person. | | 65 [Table of Contents](#TableOfContents) **Whether a redemption of ClassA ordinary shares will be treated as a sale of such ClassA ordinary shares for U.S.federal income tax purposes will depend on a shareholders specific facts.** The U.S. federal income tax treatment of a redemption of Class A ordinary shares will depend on whether the redemption qualifies as a sale of such Class A ordinary shares under Section 302(a) of the Internal Revenue Code of 1986, as amended (the Code), which will depend largely on the total number of our shares treated as held by the shareholder electing to redeem Class A ordinary shares (including any shares constructively owned by the holder as a result of owning warrants) relative to all of our shares outstanding both before and after the redemption. If such redemption is not treated as a sale of Class A ordinary shares for U.S. federal income tax purposes, the redemption will instead be treated as a corporate distribution of cash from us. **We may amend the terms of the warrants in a manner that may be adverse to holders of public warrants with the approval by the holders of at least 50% of the then outstanding public warrants. As a result, the exercise price of the warrants could be increased, the exercise period could be shortened and the number of ClassA ordinary shares purchasable upon exercise of a warrant could be decreased, all without your approval.** Our warrants are issued in registered form under a warrant agreement between Odyssey Transfer and Trust Company, as warrant agent, and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder for the purpose of (i)curing any ambiguity or to correct any defective provision or mistake, including to conform the provisions of the warrant agreement to the description of the terms of the warrants and the warrant agreement in the registration statement used in connection with our Initial Public Offering, (ii)adjusting the provisions relating to cash dividends on ordinary shares as contemplated by and in accordance with the warrant agreement or (iii)adding or changing any provisions with respect to matters or questions arising under the warrant agreement as the parties to the warrant agreement may deem necessary or desirable and that the parties deem to not adversely affect the rights of the registered holders of the warrants, provided that the approval by the holders of at least 50% of the then-outstanding public warrants is required to make any change that adversely affects the interests of the registered holders of public warrants. Accordingly, we may amend the terms of the public warrants in a manner adverse to a holder of public warrants if holders of at least 50% of the then outstanding public warrants approve of such amendment. Although our ability to amend the terms of the public warrants with the consent of at least 50% of the then outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, convert the warrants into cash or shares, shorten the exercise period or decrease the number of ClassA ordinary shares purchasable upon exercise of a warrant. **Our warrant agreement designates the courts of the State of NewYork or the UnitedStates District Court for the Southern District of NewYork as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our company.** Our warrant agreement provides that, subject to applicable law, (i)any action, proceeding or claim against us arising out of or relating in any way to the warrant agreement, including under the Securities Act, will be brought and enforced in the courts of the State of NewYork or the UnitedStates District Court for the Southern District of NewYork, and (ii)that we irrevocably submit to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. We will waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. With respect to any complaint asserting a cause of action arising under the Securities Act or the rules and regulations promulgated thereunder, we note, however, that there is uncertainty as to whether a court would enforce this provision and that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. Section22 of the Securities Act creates concurrent jurisdiction for state and federal courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Notwithstanding the foregoing, these provisions of the warrant agreement will not apply to suits brought to enforce any liability or duty created by the ExchangeAct or any other claim for which the federal district courts of the UnitedStates of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in any of our warrants shall be deemed to have notice of and to have consented to the forum provisions in our warrant agreement. If any action, the subject matter of which is within the scope the forum provisions of the warrant agreement, is filed in a court other than a court of the State of NewYork or the UnitedStates District Court for the Southern District of NewYork (a foreign action) in the name of any holder of our warrants, such holder shall be deemed to have consented to: (x)the personal jurisdiction of the state and federal courts located in the State of NewYork in connection with any action brought in any such court to enforce the forum provisions (an enforcement action), and (y)having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holders counsel in the foreign action as agent for such warrant holder. This choice-of-forum provision may limit a warrant holders ability to bring a claim in a judicial forum that it finds favorable for disputes with our company, which may discourage such lawsuits. Alternatively, if a court were to find this provision of our warrant agreement inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources of our management and board of directors. **A provision of our warrant agreement may make it more difficult for us to consummate an initial business combination.** If (i)we issue additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at a Newly Issued Price of less than $9.20 per ClassA ordinary share, (ii)the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination, and (iii)the Market Value of our ClassA ordinary shares is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger prices will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. This may make it more difficult for us to consummate an initial business combination with a target business. 66 [Table of Contents](#TableOfContents) **We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.** We have the ability to redeem outstanding warrants at any time prior to their expiration, at a price of $0.01 per warrant, provided that the closing price of our ClassA ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20trading days within a 30 trading-day period commencing at least 30days after completion of our initial business combination and ending on the thirdtrading day prior to the date on which we give proper notice of such redemption to the warrants holders and provided certain other conditions are met. We will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the ClassA ordinary shares issuable upon exercise of the warrants is then effective and a current Annual Report relating to those ClassA ordinary shares is available throughout the measurement period. If and when the warrants become redeemable by us, we may not exercise our redemption right if the issuance of Class A ordinary shares upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or we are unable to effect such registration or qualification. We will use our commercially reasonable efforts to register or qualify such ordinary shares under the blue sky laws of the state of residence in those states in which the warrants were offered by us in the Initial Public Offering. Redemption of the outstanding warrants could force you to (i)exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii)sell your warrants at the then-current market price when you might otherwise wish to hold your warrants or (iii)accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of your warrants. **Our warrants may have an adverse effect on the market price of our ClassA ordinary shares and make it more difficult to effectuate our initial business combination.** In the Initial Public Offering, we issued public warrants to purchase 7,187,500 of our ClassA ordinary shares and, simultaneously with the closing of the Initial Public Offering, we issued in a private placement an aggregate of 472,500 private units, which will contained 236,250 private warrants , each exercisable for one ClassA ordinary share at an exercise price of $11.50 per ClassA ordinary share. In addition, if the sponsor makes any working capital loans, it may convert those loans into up to an additional 120,000 private units, at the price of $10.00 per unit, which units will contain up to 60,000 private warrants. To the extent we issue ordinary shares to effectuate a business transaction, the potential for the issuance of a substantial number of additional ClassA 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 ClassA ordinary shares and reduce the value of the ClassA 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-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-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 ClassA 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-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. **Holders of ClassA ordinary shares will not be entitled to vote on continuing the company in a jurisdiction outside of the Cayman Islands.** As holders of our ClassA ordinary shares, our public shareholders will not have the right to vote on continuing the company in a jurisdiction outside of the Cayman Islands (including any special resolution required to amend our constitutional documents or to adopt new constitutional documents, in each case, as a result of our approving a transfer by way of continuation in a jurisdiction outside of the Cayman Islands). 67 [Table of Contents](#TableOfContents) **You will not be permitted to exercise your warrants unless we register and qualify the underlying ClassA ordinary shares or certain exemptions are available.** If the issuance of the ClassA ordinary shares upon exercise of the warrants is not registered, qualified or exempt from registration or qualification under the Securities Act and applicable state securities laws, holders of warrants will not be entitled to exercise such warrants and such warrants may have no value and expire worthless. In such event, holders who acquired their warrants as part of a purchase of units will have paid the full unit purchase price solely for the ClassA ordinary shares included in the units. We have not yet registered the ClassA ordinary shares issuable upon exercise of the warrants. We have agreed that, as soon as practicable after the closing of our initial business combination, we will use our commercially reasonable efforts to file with the SEC a registration statement covering the registration under the Securities Actofthe ClassA ordinary shares issuable upon exercise of the warrants and thereafter will use our commercially reasonable efforts to cause the same to become effective within 60business days following our initial business combination and to maintain a current Annual Report relating to the ClassA ordinary shares issuable upon exercise of the warrants until the expiration of the warrants in accordance with the provisions of the warrant agreement. We cannot assure you that we will be able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in the registration statement or Annual Report, the financial statements contained or incorporated by reference therein are not current or correct or the SEC issues a stop order. If the ClassA ordinary shares issuable upon exercise of the warrants are not registered under the Securities Act, under the terms of the warrant agreement, holders of warrants who seek to exercise their warrants will not be permitted to do so for cash and, instead, will be required to do so on a cashless basis in accordance with Section3(a)(9)of the Securities Act or another exemption. In no event will warrants be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration or qualification is available. If our ClassA ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of covered securities under Section18(b)(1)of the Securities Act, we may, at our option, not permit holders of warrants who seek to exercise their warrants to do so for cash and, instead, require them to do so on a cashless basis in accordance with Section3(a)(9)of the Securities Act; in the event we so elect, we will not be required to file or maintain in effect a registration statement or register or qualify the shares underlying the warrants under applicable state securities laws. In no event will we be required to net cash settle any warrant, or issue securities (other than upon a cashless exercise as described above) or other compensation in exchange for the warrants in the event that we are unable to register or qualify the shares underlying the warrants under the Securities Act or applicable state securities laws. **You may only be able to exercise your public warrants on a cashless basis under certain circumstances, and if you do so, you will receive fewer ClassA ordinary shares from such exercise than if you were to exercise such warrants for cash.** The warrant agreement provides that in the following circumstances holders of warrants who seek to exercise their warrants will not be permitted to do for cash and will, instead, be required to do so on a cashless basis in accordance with Section3(a)(9)of the Securities Act: (i)if the ClassA ordinary shares issuable upon exercise of the warrants are not registered under the Securities Act in accordance with the terms of the warrant agreement; (ii)if we have so elected and the ClassA ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of covered securities under Section18(b)(1)of the Securities Act; and (iii)if we have so elected and we call the public warrants for redemption. If you exercise your public warrants on a cashless basis, you would pay the warrant exercise price by surrendering the warrants for that number of ClassA ordinary shares equal to the quotient obtained by dividing (x)the product of the number of ClassA ordinary shares underlying the warrants, multiplied by the excess of the fair market value of our ClassA ordinary shares (as defined in the next sentence) over the exercise price of the warrants by (y)the fair market value. The fair market value is the average reported closing price of the ClassA ordinary shares for the 10trading days ending on the thirdtrading day prior to the date on which the notice of exercise is received by the warrant agent or on which the notice of redemption is sent to the holders of warrants, as applicable. As a result, you would receive fewer ClassA ordinary shares from such exercise than if you were to exercise such warrants for cash. 68 [Table of Contents](#TableOfContents) **The grant of registration rights to our sponsor, the underwriters and other holders of our private units (and the component securities, as well as any securities underlying those component securities) may make it more difficult to complete our initial business combination, and the future exercise of such rights may adversely affect the market price of our ClassA ordinary shares.** Pursuant to an agreement entered into concurrently with the issuance and sale of the securities in the Initial Public Offering, our sponsor, the underwriters and their permitted transferees can demand that we register the ClassA ordinary shares into which founder shares are convertible, holders of our private units and their permitted transferees can demand that we register the securities underlying the private units or holders of securities that may be issued upon conversion of working capital loans and their permitted transferees may demand that we register such units, shares, warrants or the ClassA ordinary shares issuable upon exercise of the underlying warrants and any other securities of the company acquired by them prior to the consummation of our initial business combination. We will bear the cost of registering these securities. The registration and availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price of our ClassA ordinary shares. In addition, the existence of the registration rights may make our initial business combination more costly or difficult to conclude. This is because the shareholders of the target business may increase the equity stake they seek in the combined entity or ask for more cash consideration to offset the negative impact on the market price of our ClassA ordinary shares that is expected when the ordinary shares owned by our initial shareholders, holders of our private units or holders of our working capital loans or their respective permitted transferees are registered. **General Risk Factors** **We are a blank check company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.** We are a blank check company incorporated on June 20, 2025, under the laws of the Cayman Islands with no operating results, and we will not commence operations until obtaining funding through the Initial Public Offering. Because we lack an operating history, you have no basis upon which to evaluate our ability to achieve our business objective of completing our initial business combination. We have no plans, arrangements or understandings with any prospective target business concerning a business combination and may be unable to complete our initial business combination. If we fail to complete our initial business combination, we will never generate any operating revenues. **Past performance by members of our management team and their respective affiliates, including investments and transactions in which they have participated and businesses with which they have been associated, may not be indicative of future performance of an investment in the company.** Information regarding members of our management team and their respective affiliates, including investments and transactions in which they have participated and businesses with which they have been associated, is presented for informational purposes only. Any past experience and performance by members of our management team and their respective affiliates and the businesses with which they have been associated, is not a guarantee that we will be able to successfully identify a suitable candidate for our initial business combination, that we will be able to provide positive returns to our shareholders, or of any results with respect to any initial business combination we may consummate. You should not rely on the historical experiences of members of our management team and their respective affiliates, including investments and transactions in which they have participated and businesses with which they have been associated, as indicative of the future performance of an investment in us or as indicative of every prior investment by each of the members of our management team or their respective affiliates. The market price of our securities may be influenced by numerous factors, many of which are beyond our control, and our shareholders may experience losses on their investment in our securities **Cyber incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss.** We depend on digital technologies, including information systems, infrastructure and cloud applications and services, including those of third parties with which we may deal. Sophisticated and deliberate attacks on, or security breaches in, our systems or infrastructure, or the systems or infrastructure of third parties or the cloud, could lead to corruption or misappropriation of our assets, proprietary information and sensitive or confidential data. As an early stage company without significant investments in data security protection, we may not be sufficiently protected against such occurrences. We may not have sufficient resources to adequately protect against, or to investigate and remediate any vulnerability to, cyber incidents. It is possible that any of these occurrences, or a combination of them, could have adverse consequences on our business and lead to financial loss. **We may be a passive foreign investment company, or PFIC, which could result in adverse UnitedStates federal income tax consequences to U.S.investors.** If we are a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder of our Class A ordinary shares or warrants, the U.S. Holder may be subject to adverse U.S. federal income tax consequences and may be subject to additional reporting requirements. Our PFIC status for 2025 and subsequent taxable years may depend on the status of an acquired company pursuant to a business combination and whether we qualify for the PFIC start-up exception. Depending on the particular circumstances the application of the start-up exception may be subject to uncertainty, and there cannot be any assurance that we will qualify for the start-up exception. Accordingly, there can be no assurances with respect to our status as a PFIC for 2025 or any subsequent taxable year. Our actual PFIC status for any taxable year, however, will not be determinable until after the end of such taxable year. Moreover, if we determine we are a PFIC for any taxable year, upon written request, we will endeavor to provide to a U.S. Holder such information as the IRS may require, including a PFIC annual information statement, in order to enable the U.S. Holder to make and maintain a qualified electing fund election, but there can be no assurance that we will timely provide such required information, and such election would be unavailable with respect to our warrants in all cases. We urge U.S. investors to consult their own tax advisors regarding the possible application of the PFIC rules. For a more detailed explanation of the tax consequences of PFIC classification to U.S. Holders. 69 [Table of Contents](#TableOfContents) **We are an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.** We are an emerging growth company within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor internal controls attestation requirements of Section404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. As a result, our shareholders may not have access to certain information they may deem important. We could be an emerging growth company for up to fiveyears, although circumstances could cause us to lose that status earlier, including if the market value of our ClassA ordinary shares held by non-affiliates exceeds $700million as of any June30thbefore that time, in which case we would no longer be an emerging growth company as of the following December31st. We cannot predict whether investors will find our securities less attractive because we will rely on these exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile. Further, Section102(b)(1)of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the ExchangeAct) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Additionally, we are a smaller reporting company as defined in Item10(f)(1)of RegulationS-K.Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only twoyears of audited financial statements. We will remain a smaller reporting company until the lastday of the fiscal year in which (1)the market value of our ordinary shares held by non-affiliates is equal to or exceeds $250million as of the prior June30th, or (2)our annual revenues equaled or exceeded $100million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates is equal to or exceeds $700million as of the prior June30. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible. **Certain of our officers and directors are located outside of the United States. As a result, it may be difficult for investors to effect service of process within the United States on our company, executive officers and directors, or enforce judgments obtained in the United States courts against our company, executive officers and directors.** Matthew R. Pollard, our Chief Executive Officer and a director of our company, resides in Singapore. Kevin M. Murphy, our Chief Financial Officer, is a resident of Hong Kong and Myanmar. Two of our independent directors are also located outside of the United States. Particularly if we acquire a company located outside the United States, it is possible that in the future other members of our board of directors or key executive officers will be located in foreign jurisdictions. **Changes in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business combination.** The market for directors and officers liability insurance for special purpose acquisition companies has changed in ways adverse to us and our management team. Fewer insurance companies are offering quotes for directors and officers liability coverage, the premiums charged for such policies have generally increased and the terms of such policies have generally become less favorable. These trends may continue into the future. The increased cost and decreased availability of directors and officers liability insurance could make it more difficult and more expensive for us to negotiate an initial business combination. In order to obtain directors and officers liability insurance or modify its coverage as a result of becoming a public company, the post-business combination entity might need to incur greater expense, accept less favorable terms or both. However, any failure to obtain adequate directors and officers liability insurance could have an adverse impact on the post-business combinations ability to attract and retain qualified officers and directors. In addition, even after we were to complete an initial business combination, our directors and officers could still be subject to potential liability from claims arising from conduct alleged to have occurred prior to the initial business combination. As a result, in order to protect our directors and officers, the post-business combination entity may need to purchase additional insurance with respect to any such claims (run-off insurance). The need for run-off insurance would be an added expense for the post-business combination entity, and could interfere with or frustrate our ability to consummate an initial business combination on terms favorable to our investors. **Recent increases in inflation in the UnitedStates and elsewhere could make it more difficult for us to complete our initial business combination.** Recent increases in inflation in the UnitedStates and elsewhere may lead to increased price volatility for publicly traded securities, including ours, or other national, regional or international economic disruptions, any of which could make it more difficult for us to complete our initial business combination. 70 [Table of Contents](#TableOfContents) **Item 1B. Unresolved Staff Comments** None. **Item 1C. Cybersecurity** As a blank check company, we have no operations and therefore do not have any operations of our own that face cybersecurity threats. Because of our reliance on the technologies of third parties, we also depend upon the personnel and the processes of third parties to protect against cybersecurity threats. We have not adopted any cybersecurity risk management program or formal processes for assessing and managing or overseeing cybersecurity risk. As an early-stage company without significant investments in data security protection, we may not be sufficiently protected against such occurrences. We also lack sufficient resources to adequately protect against, or to investigate and remediate any vulnerability to, cyber incidents. Although we are not currently aware of any cyber-attacks or other incidents that, individually or in the aggregate, have materially affected, or would reasonably be expected to materially affect, our operations or financial condition, there has been an increase in the frequency and sophistication of the cyber and security threats that we face, with attacks ranging from those common to businesses generally to more advanced and persistent attacks. **Item 2. Properties** Our executive offices are located at 350 Springfield Avenue, Suite 200, Summit, NJ 07078, and our telephone number is (201) 379-4200. The cost for our use of this space is included in the $10,000 per month fee we pay to an affiliate of our Sponsor for office space, administrative services. **Item 3. Legal Proceedings** None. **Item 4. Mine Safety Disclosures** None. 71 [Table of Contents](#TableOfContents) **PART II** **Item 5. Market for Registrants Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities** **Market Information** Our units, Class A ordinary shares and warrants are each traded on the NASDAQ under the symbol LFACU, LFAC and LFACW, respectively. **Holders** As of March 20, 2026, there were three holders of record for our units, no holders of record for our Class A ordinary shares, one holder of record for our Class B ordinary shares and no holders of our warrants. The number of holders of record does not include a substantially greater number of street name holders or beneficial holders whose units, Class A ordinary shares and warrants are held of record by banks, brokers and other financial institutions. **Dividends** We have not paid any cash dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion of our initial business combination. A Cayman Islands company may pay a dividend on its shares out of either profit or the share premium account, provided that in no circumstances may a dividend be paid if following such payment the company would be unable to pay its debts as they fall due in the ordinary course of business. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of our initial business combination. The payment of any cash dividends subsequent to our initial business combination will be within the discretion of our board of directors at such time. In addition, our board of directors is not currently contemplating and does not anticipate declaring any other share dividends in the foreseeable future, except if we increase the size of the Initial Public Offering, in which case we will effect a share dividend or other appropriate mechanism immediately prior to the consummation of the Initial Public Offering in an amount necessary to maintain the number of founder shares at 25% of our issued and outstanding ordinary shares upon the consummation of the Initial Public Offering (not including the ClassA ordinary shares that are included within the private units). Further, if we incur any indebtedness in connection with our business combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith. **Securities Authorized for Issuance Under Equity Compensation Plans** None. **Recent Sales of Unregistered Securities** On December 8, 2025, simultaneously with the consummation of the Initial Public Offering, the Company consummated the private placement of 328,750 units to the Sponsor and an aggregate of 143,750 units to BTIG, as representative of the underwriters at a price of $10.00 per Private Placement Unit, generating gross proceeds of $4,725,000. No underwriting discounts or commissions were paid with respect to the Private Placement. The Private Placement was conducted as a non-public transaction and, as a transaction by an issuer not involving a public offering, was exempt from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act. The Private Placement Units are identical to the Units, except that so long as they are held by the Sponsor or its permitted transferees, the Private Placement Units (including the securities comprising such units and the Class A ordinary shares issuable upon exercise of the private placement warrants) (i) may not, 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 included in the Private Placement Units held by BTIG and/or its designees, will not be exercisable more than five years from the commencement of sales in the Companys initial public offering in accordance with FINRA Rule 5110(g)(8). **Use of Proceeds** On December 8, 2025, we consummated the Initial Public Offering of 14,375,000 units, which includes the full exercise by the underwriters of their over-allotment option in the amount of 1,875,000 units, at $10.00 per unit, generating gross proceeds of $143,750,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 472,500 Units at a price of $10.00 per Private Placement Unit, in a private placement to the Companys sponsor and BTIG, the representative of the underwriters, generating gross proceeds of $4,725,000. Of the gross proceeds received from the Initial Public Offering and the proceeds of the sale of the Private Placement Units, an aggregate of $143,750,000 was placed in the trust account. Transaction costs amounted to $8,293,874, consisting of $2,875,000 of cash underwriting fees, $5,031,250of deferred underwriting commissions which will be paid on the consummation of the initial business combination and $387,624 of other offering costs. **Repurchases** None. **Item 6. [Reserved]** 72 [Table of Contents](#TableOfContents) **Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations** **Special Note Regarding Forward Looking Statements** **** The following discussion and analysis of the Companys financial condition and results of operations should be read in conjunction with our audited financial statements and the notes related thereto which are included in Item 8. Financial Statements and Supplementary Data of this Annual Report on Form 10-K. Certain information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under Special Note Regarding Forward-Looking Statements, Item 1A. Risk Factors and elsewhere in this Annual Report on Form 10-K. **Overview** We are a blank check company incorporated as a Cayman Islands exempted company on June 20, 2025, formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses or entities. While we may pursue an acquisition opportunity in any business, industry, sector or geographical location, we intend to identify and acquire a business focusing on energy or infrastructure, and intend to focus particularly on markets outside the United States. On December 8, 2025, we consummated our initial public offering (the Initial Public Offering) of 14,375,000units (the Units) at $10.00 per Unit, generating gross proceeds of $143,750,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of (i) 472,500 Private Placement Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant (the Sponsor Private Placement Units), at a price of $10.00 per Sponsor Private Placement Unit in a private placement, generating gross proceeds of $4,725,000. Of the 472,500 Private Placement Units, the Sponsor purchased 328,750 Private Placement Units and the BTIG, LLC, the representative of the underwriters, purchased 143,750 Private Placement Units. We have not yet selected any business combination target. We intend to effectuate our business combination using cash derived from the proceeds of the Initial Public Offering and the sale of the Sponsor Private Placement Units, our shares, debt or a combination of cash, shares and debt. We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a business combination will be successful. **Results of Operations** We have neither engaged in any operations nor generated any revenues to date. Our only activities from June 20, 2025 (inception) through December 31, 2025 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and identifying a target company for a business combination. We do not expect to generate any operating revenues until after the completion of our business combination. Subsequent to the Initial Public Offering, we generate non-operating income in the form of interest income on marketable securities held in the trust account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses. For the period from June 20, 2025 (inception) through December 31, 2025, we had a net income of $205,296, which consisted of interest earned on marketable securities held in the trust account of $337,613, partially offset by general and administrative costs of $132,317. **Liquidity and Capital Resources** Until the consummation of the Initial Public Offering, our only source of liquidity was an initial purchase of shares of ClassB ordinary shares, par value $0.0001 per share, by the Sponsor and loans from the Sponsor. As of December 31, 2025, the Company had 1,395,995 in cash and a working capital of $1,268,205. On December 8, 2025, we consummated the Initial Public Offering of 14,750,000 Units at $10.00 per Unit, generating gross proceeds of $143,750,000. 73 [Table of Contents](#TableOfContents) Simultaneously with the closing of the Initial Public Offering, we consummated the sale of (i) 472,500 Private Placement Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant (the Sponsor Private Placement Units), at a price of $10.00 per Sponsor Private Placement Unit in a private placement, generating gross proceeds of $4,725,000. Of the 472,500 Private Placement Units, the Sponsor purchased 328,750 Private Placement Units and BTIG, LLC, the representative of the underwriters, purchased 143,750 Private Placement Units. Unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use, except the withdrawal of interest to pay our taxes (but without deduction for any excise or similar tax that may be due or payable) and/or to redeem our public shares in connection with an amendment to our amended and restated memorandum and articles of association. We intend to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the trust account, to complete our business combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our business combination, the remaining proceeds held in the trust account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.**** We intend to use the funds held outside the trust account primarily to 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. In order to fund working capital deficiencies or finance transaction costs in connection with a business combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us funds as may be required. If we complete a business combination, we would repay such loaned amounts. In the event that a business combination does not close, we may use a portion of the working capital 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 (the Working Capital Loans) may be convertible into units of the post-business combination entity at a price of $10.00 per unit. The units and the underlying securities would be identical to the Private Placement Unitsand the underlying securities of such Private Placement Units. We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a 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 business combination. Moreover, we may need to obtain additional financing either to complete our business combination or because we become obligated to redeem a significant number of the Class A ordinary shares included in the Units upon consummation of our business combination, in which case we may issue additional securities or incur debt in connection with such business combination. **Going Concern Consideration** ** As of December 31, 2025, the Company had $1,395,995 in its operating bank account and a working capital surplus of $1,268,205. The Company has incurred and expects to continue to incur significant costs as a publicly traded company, to evaluate business opportunities, and to close on a Business Combination. Such costs will be incurred prior to generating any operating revenues. Management plans to complete a Business Combination before the mandatory liquidation date and anticipates that the Company will have sufficient liquidity to fund its operations until then. However, there is no assurance that the Companys plans to consummate a Business Combination will be successful within the Completion Window or that liquidity will be sufficient to fund operations. In connection with the Companys assessment of going concern considerations in accordance with Financial Accounting Standards Board (FASB) ASC 205-40, Presentation of Financial Statements Going Concern, management concluded that the liquidity condition raises substantial doubt about the Companys ability to continue as a going concern within one year after the date that the financial statements are issued. Management has determined that, pursuant to the proceeds received from the Initial Public Offering, it has access to funds that alleviates the substantial doubt about the Companys ability to continue as a going concern. **Related Party Transactions** **** **Founder Shares** On August 6, 2025, the Sponsor purchased 4,791,667 Class B ordinary shares (the Founder Shares) for an aggregate purchase price of $25,000, or approximately $0.005 per share. The Sponsor has not forfeited any of the 625,000 Founder Shares subject to forfeiture as the over-allotment option was exercised in full by the underwriters. The Sponsor collectively owns, on an as-converted basis, 25% of the Companys issued and outstanding Public Shares and Founder Shares after the Initial Public Offering. The Founder Shares are identical to the ordinary shares included in the Units being sold in the Initial Public Offering, except that: | | the Founder Shares are subject to certain transfer restrictions; and | | | | the Founder Shares are entitled to registration rights. | | 74 [Table of Contents](#TableOfContents) **Promissory Note Related Party** On August 21, 2025, the Company issued a promissory note to the Sponsor, pursuant to which the Sponsor agreed to loan the Company up to an aggregate of $300,000to be used for the payment of costs related to the Initial Public Offering (the Promissory Note). The Promissory Note is non-interest bearing, unsecured and due on the earlier of March 31, 2026, or the completion of the Initial Public Offering. During the period from June 20, 2025 (inception) through December 8, 2025, the Company borrowed $75,124 under the Promissory Note, including $1,000 transferred from due to related party. On December 8, 2025, upon the closing of the Initial Public Offering, the Company repaid the then outstanding balance, $75,124, and the Promissory Note is no longer available to be drawn upon. As of December 31, 2025, the Company had $0outstanding under the Promissory Note. **Due to Related Party** The Sponsor pays certain formation, operating or deferred offering costs on behalf of the Company. These amounts are due on demand and non-interest bearing. During the period from June 20, 2025 (inception) through December 8, 2025, the Sponsor paid $26,000 on behalf of the Company, of which $25,000 was paid in exchange for the issuance of the Founder Shares and $1,000 was transferred to the Promissory Note, resulting in no balances due to related party as of December 31, 2025. **Working Capital Loans** In order to finance transaction costs in connection with an intended initial business combination, the Sponsor or an affiliate of the Sponsor or certain of the Companys officers and directors may, but are not obligated to, loan the Company funds as may be required on a non-interest basis. If the Company completes an initial business combination, it would repay such loaned amounts. In the event that the initial business combination does not close, the Company may use amounts held outside the trust account to repay such loaned amounts but no proceeds from the trust account would be used for such repayment. Up to $1,200,000 of such loans may be convertible into private units of the post business combination entity at a price of $10.00 per unit at the option of the applicable lender. Such units would be identical to the private units. 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. As of December 31, 2025, no Working Capital Loans were outstanding. **Administrative Services Agreement** Commencing on December 8, 2025, the Company agreed to pay an affiliate of the Sponsor a monthly fee of $10,000for office space, utilities, secretarial support and administrative support. This arrangement will terminate upon the earlier of the completion of a business combination or the distribution of the trust Account to the public shareholders. As of December 31, 2025, the Company incurred $7,500in fees for these services, of which such amount is included in due to Sponsor in the balance sheet. In addition, the Sponsor, officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Companys behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. The Companys audit committee will review on a quarterly basis all payments that were made to the Sponsor, officers or directors of the Company or their affiliates. Any such payments prior to an initial business combination will be made from working capital or funds held outside the trust account. **** **Off-Balance Sheet Arrangements** We have no obligations, assets or liabilities which would be considered off-balance sheet arrangements as of December 31, 2025. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets. **Contractual Obligations** We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an affiliate of the Sponsor a monthly fee of $10,000 for office space, utilities, secretarial support and administrative support. This arrangement will terminate upon completion of a business combination or the distribution of the trust account to the public shareholders. The underwriters were entitled to cash underwriting discount of $0.20 per Unit sold in the Initial Public Offering, or $2,875,000 in the aggregate paid at the closing of the Initial Public Offering. In addition, the underwriters are entitled to a deferred fee of $0.35 per unit or $5,031,250 in the aggregate, payable to the underwriters from the amounts held in the trust account only on the consummation of an initial business combination, subject to the terms of the underwriting agreement. **Critical Accounting Estimates** The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the period reported. Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could materially differ from those estimates. **** **JOBS Act** On April5, 2012, the Jumpstart Our Business Startups Actof2012 (the JOBS Act) was signed into law. The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We will qualify as an emerging growth company and under the JOBS Act will be allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates. 75 [Table of Contents](#TableOfContents) Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an emerging growth company, we choose to rely on such exemptions we may not be required to, among other things: (1)provide an auditors attestation report on our system of internal controls over financial reporting pursuant to Section404 of the Sarbanes-Oxley Act; (2)provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act; (3)comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditors report providing additional information about the audit and the financial statements (auditor discussion and analysis); and (4)disclose certain executive compensation-related items such as the correlation between executive compensation and performance and comparisons of the CEOs compensation to median employee compensation. These exemptions will apply for a period of fiveyears following the completion of our initial public offering or until we are no longer an emerging growth company, whichever is earlier. **Recent Accounting Standards** Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements. **Item 7A. Quantitative and Qualitative Disclosures about Market Risk** We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item. **Item 8. Financial Statements and Supplementary Data** This information appears following Item 16 of this Annual Report and is included herein by reference. **Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure** None. **Item 9A. Controls and Procedures.** **Evaluation of Disclosure Controls and Procedures** Disclosure controls and procedures are controls and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to Management, including our Chief Executive Officer and Chief Financial Officer (together, the Certifying Officers), or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Under the supervision and with the participation of our Management, including our Certifying Officers, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules13a-15(e)and15d-15(e)under the Exchange Act. Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were effective as of the end of the fiscal year ended December 31, 2025. **Managements Report on Internal Controls Over Financial Reporting** This Annual Report on Form 10-K does not include a report of managements assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm due to a transition period established by rules of the SEC for newly public companies. **Changes in Internal Control over Financial Reporting** There were no change in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) of the Exchange act) during the most recent quarterthat have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. **Item 9B. Other Information** During the year ended December31, 2025,noneof the Companys directors or officers (as defined in Rule16a-1(f) of the Exchange Act) adopted or terminated a Rule10b5-1 trading arrangement ornon-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of RegulationS-K. **Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections** Not applicable. 76 [Table of Contents](#TableOfContents) **PART III** **Item 10. Directors, Executive Officers and Corporate Governance** Our current directors and executive officers are as follows: | Name | | Age | | Position | | | Matthew Pollard | | 58 | | Board Member and Chief Executive Officer | | | Abhay N. Pande | | 58 | | Board Member and President and Chief Investment Officer | | | Kevin M. Murphy | | 65 | | Chief Financial Officer | | | R. Ian Angell | | 64 | | Board Member | | | Kenneth Hyatt | | 69 | | Board Member | | | Ved P. Narayan | | 59 | | Board Member | | **** **Matthew R. Pollard**has more than 30 years of experience as a senior executive and investment banker, with expertise in direct investment, private equity, and infrastructure development across Asia. Since January 2014, he has served as founder and managing director of Capital Partners Group, a Singapore-based investment banking firm focused on capital raising and M&A advisory in the energy and infrastructure sectors.From July 2018 to July 2021, Mr. Pollard served as chief executive officer of Keppel Infrastructure Trust, an infrastructure business trust listed on the Singapore Exchange. As chief executive officer of Keppel Infrastructure Trust, he led a business transformation that included restructuring the fund management team, raising $1.1 billion in capital, and acquiring IXOM (a leading industrial and infrastructure firm in Australia and New Zealand) and Philippine Coastal Storage and Pipeline Corporation (the operator of the petroleum storage and pipeline facilities of the former U.S. military bases in the Philippines). Prior to his experience at Keppel Infrastructure Trust, Mr. Pollard was managing director of Keppel Capital from November 2017 to June 2018, chairman of Honiton Energy from February 2009 to May 2015, and managing director and head of infrastructure at Arcapita, an Islamic asset management firm from 2008 to September 2013. His background in banking and finance includes roles as director and co-head of energy, power and chemicals investment banking in Asia at Citigroup Corporate and Investment Banking from 2006 to 2008, managing director and head of corporate finance & origination in Asia at Dresdner Kleinwort Wasserstein from 2001 to 2006. Mr. Pollard holds a B.A. from Columbia University and an M.B.A. from the University of Chicago Booth School of Business. **Abhay N. Pande**has more than 30 years of experience in investment banking, private equity investing, and corporate strategy. Since 2020, he has been managing director at Princeton Capital Advisors, a global independent advisory firm, where he advises on mergers and acquisitions, capital raising, and strategic partnerships, with a focus on the energy, health care, and infrastructure sectors. Since 2017, he has also served as a senior advisor to the DGA Group, a global strategy firm. Mr. Pande currently serves as chairman of Ironmont Hydro Ltd., a Singapore-based investment company (since July 2016); member of the board of directors of Docketscope Inc., a privately owned SaaS regulatory technology company serving U.S. federal government agencies (since February 2022); and advisory board member of Clarendon Capital, a transportation- and logistics-focused private equity firm (since January 2019). Since December 2024, Mr. Pande has also served as a member of the board of directors and chair of the audit committee of zSpace Technologies Inc., a Nasdaq-listed company specializing in augmented and virtual technologies. Since June 2025, Mr. Pande has served as a member of the board of advisors for the Irving Institute for Energy and Society at Dartmouth College. Mr. Pande previously served as director of PT Arkora Hydro Tbk, a Jakarta exchange-listed hydroelectric power developer from November 2015 to August 2023. From 2013 to 2016, he was managing director at American Capital Energy and Infrastructure, a division of American Capital, a publicly listed private equity and asset management firm. While there, he originated, executed, and oversaw private equity investments in clean energy and infrastructure across emerging markets, was involved in fundraising and served on the investment committee. Previously, Mr. Pande spent 15 years at Citigroups investment banking division (formerly Salomon Smith Barney), where he held senior roles including managing director in the U.S. energy investment banking group, co-head of energy, power and chemicals investment banking in Asia, and Head of Southeast Asia industrials. During this time, he oversaw, originated, led, or executed a range of investment banking transactions, including initial public offerings, over $50 billion in corporate loans, bond, and equity issuances, and mergers and acquisitions. Earlier in his career, he was a Principal at Kearney (formerly A.T. Kearney), a global management consulting firm, where he advised multinational clients on corporate strategy, mergers and acquisitions, and valuation across a wide range of sectors. Mr. Pande holds an A.B. in economics from Dartmouth College and an M.B.A. with high honors in finance and strategy from the University of Chicago Booth School of Business. **Kevin M. Murphy**has over 25 years of experience in investment management, private equity, and business development across Asia Pacific markets. Since 1999, he has served as a director of The Pacific Group Ltd., a Hong Kong based independent investment management group active in both public markets and private investment activities. Since 2011, he has served as managing director and founder of Andaman Capital Partners in Yangon, Myanmar, which provides investment advisory, market entry, project management/execution and transactional services to local and foreign investors seeking to navigate Myanmars dynamic political economy. Since 2004, Mr. Murphy has also served as an executive director and co-founder of Synergenz Bioscience Ltd., a privately held company involved in genetic based medical tests that differentiate individuals at greatest risk from smoking-related pulmonary diseases including lung cancer and chronic obstructive pulmonary disease. 77 [Table of Contents](#TableOfContents) Since June 2025, Mr. Murphy has served as Vice President and member of the Board of Governors of the American Chamber of Commerce in Myanmar. From 2011 to 2015, Mr. Murphy served on the board of directors of Proximity Designs, a non-profit design firm located in Myanmar and focused on designing, manufacturing and distributing products and financial services for rural families. Prior to entering investment management in 1999, Mr. Murphy served as a correspondent and business development manager for the International Herald Tribune, focused on the Asia Pacific region. Mr. Murphy holds a B.A. in English Literature from Georgetown University, where he was a Baker Scholar. **R. Ian Angell**has 40 years of experience as a CEO, board member, private equity-backed start-up founder, corporate executive, professor, and strategy consultant in energy, resources, and infrastructure sectors. Mr. Angell has broad geographic experience, splitting his career between North American and Southeast Asia. Since August 2020, Mr. Angell has served as CEO-in-Residence and Professor of Strategy at Trinity Western University, where he teaches Corporate Finance, International Business, Entrepreneurship and Strategy at the graduate and undergraduate levels. Previously, Mr. Angell was the founder and CEO of Tamarind Resources, a Blackstone-backed oil and gas vehicle in Southeast Asia, serving as CEO/Managing Director from June 2014 to December 2019 and continuing as founder and advisor since January 2020. He took the vehicle from inception to operations in multiple Asia Pacific jurisdictions, growing the firm through the establishment of innovative infrastructure and operating vehicles. Since February 2025, Mr. Angell has served as a board member of Delta Water Products Group, a multi-sector provider of water management products and solutions. From December 2020 to May 2023, Mr. Angell served as Executive Chairman of Genesis Ray Energy, a clean energy-focused research, analytics and consulting startup. From January 2024 to April 2025, he served as Board Chair of BlueForce Energy Solutions. Prior to founding Tamarind Resources, from January 2009 to May 2014, Mr. Angell served as Head of Business Development at Talisman Energy. Before joining Talisman Energy, from June 2006 to December 2008, Mr. Angell served as Vice President at Wood Mackenzie, where he led the Singapore office for the Asia-Pacific advisory business and the Asia gas practice, growing the business from a handful of personnel to over 100 analysts, advisors and professionals. From 2004 to 2006, he was Senior Managing Consultant at Schlumberger. From 2000 to 2004, Mr. Angell was Managing Consultant at Arthur D. Little, initiating and building client relationships and leading strategy assignments. Mr. Angell holds an MBA from the National University of Singapore and a Bachelor of Commerce in Finance from the University of Saskatchewan in Canada. **Kenneth Hyatt**has over 40 years of experience as a management consultant, negotiation advisor, and senior government commercial diplomat. Since 2018, he has served as co-founder and partner of CMPartners, a senior advisor at DGA Group, and a senior advisor at Princeton Capital Advisors. Mr. Hyatt advises clients on critical negotiations, international commerce strategy, and trade and investment matters. He has extensive experience working with clients in investment banking, oil and gas, mining and critical minerals and manufacturing. Prior to rejoining CMPartners in 2018, Mr. Hyatt served in the U.S. Department of Commerce as Acting Under Secretary and Deputy Under Secretary for International Trade. In these roles, he oversaw the International Trade Administration, with an annual budget of under $500 million and more than 2,200 employees worldwide. During his tenure, he led the creation of Select USA, the U.S. governments investment attraction agency and led the U.S. governments support for BrandUSA, the U.S. national tourism promotion organization. He also co-led the first major reorganization of the International Trade Administration in its history and led the development of Department of Commerce strategy on trade and investment. He was nominated by the Department of Commerce for a Presidential Rank Award and awarded the Grande Oficial class of the Order of Rio Branco by the Government of Brazil. Prior to forming CMPartners, Mr. Hyatt was a principal at Conflict Management Inc., a negotiation advisory firm. Earlier in his career, Mr. Hyatt was a management consultant with Bain & Company in its Boston, London and Munich offices, where he led strategic and organizational projects at American and European multinational corporations. Mr. Hyatt serves as an adjunct lecturer at Johns Hopkins School of Advanced International Studies and has been an associate at the Harvard Negotiation Project. Mr. Hyatt holds a B.A. from Yale College and a J.D. from Harvard Law School. He was also a Fulbright/West German Exchange Service Scholar. **Ved P. Narayan**has over 36 years of experience as a senior executive in the technology industry, with demonstrated success in scaling technology companies across Asia and the United States. Since October 2024, he has served as Senior Vice President Asia Pacific at EOS GmbH, where he leads restructuring efforts and business development initiatives for the region. From July 2017 to September 2025, Mr. Narayan served as President Asia Pacific at Markforged Inc., a publicly listed company on the New York Stock Exchange, where he built the business from the ground up and participated as an executive team member in the companys July 2021 IPO. Prior to Markforged, from November 2015 to July 2017, Mr. Narayan served as Vice President at Onshape Inc., an early-stage startup with a 3D cloud solution that was subsequently acquired by Parametric Technology Corporation in 2019. From August 2011 to October 2015, he was Vice President Asia Pacific at Newforma Inc., a project management software technology provider. From April 2002 to April 2011, Mr. Narayan served as Vice President Asia Pacific Operations at Dassault Systmes, where he managed overall P&L for a team of over 950 people. He also managed Dassault Systmes full brand portfolio for Southeast Asia. 78 [Table of Contents](#TableOfContents) Earlier in his career, Mr. Narayan held senior sales and management positions at Parametric Technology Corporation, Digital Equipment Corporation, and various technology startups in the United States and Asia. Mr. Narayan holds an MBA from the University of Chicago Booth School of Business and a Bachelor of Engineering in Computer Science from Birla Institute of Technology Mesra, India. Past performance of our management team and members of our board of directors or their respective affiliates is not a guarantee either (i)of success with respect to any business combination we may consummate or (ii)that we will be able to identify a suitable candidate for our initial business combination. You should not rely on the historical performance record of our management team or their affiliates as indicative of our future performance. Our officers and directors may have conflicts of interest with other entities to which they owe fiduciary or contractual obligations with respect to initial business combination opportunities. For a list of our officers and directors and entities for which a conflict of interest may or does exist between such persons and us, as well as the priority and preference that such entity has with respect to performance of obligations and presentation of business opportunities to us, please refer to the table and subsequent explanatory paragraph under *ManagementConflicts of Interest* of the registration statement. **Number and Termsof Officeof Officersand Directors** Our board of directors consists of five (5)members and is divided into three classes with only one class of directors being appointed in each year, and with each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term. Prior to the closing of our initial business combination, only holders of our ClassB ordinary shares will be entitled to vote on the appointment and removal of directors or continuing the company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend our constitutional documents or to adopt new constitutional documents, in each case, as a result of our approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). Holders of our public shares will not be entitled to vote on such matters during such time. These provisions of our amended and restated memorandum and articles of association relating to these rights of holders of ClassB ordinary shares may be amended by a special resolution passed by the affirmative vote of the holders representing at least 90% of the issued Class B ordinary shares. In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual general meeting until one year after our first fiscal year end following our listing on Nasdaq. The term of office of the first class of directors, which will consist of Abhay N. Pande and R. Ian Angell, will expire at our first annual general meeting. The term of office of the second class of directors, which will consist of Ved P. Narayan, will expire at the second annual general meeting. The term of office of the third class of directors, which will consist of Matthew R. Pollard and Kenneth Hyatt, will expire at the third annual general meeting. Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint officers as it deems appropriate pursuant to our amended and restated memorandum and articles of association. **Director Independence** Nasdaq rules require that a majority of our board of directors be independent within one year of our initial public offering. An independent director is defined generally as a person who, in the opinion of the companys board of directors, has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company). We have three independent directors as defined in Nasdaq rules and applicable SEC rules . Our board of directors has determined that Messrs. Angell, Hyatt and Narayan are independent directors as defined in Nasdaq listing standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present. **Executive Officer and Director Compensation** After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed initial business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed initial business combination, because the directors of the post-combination business will be responsible for determining executive officer and director compensation. Any compensation to be paid to our executive officers by the Company will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors. We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our managements motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment. 79 [Table of Contents](#TableOfContents) **Committees of the Board of Directors** Upon the commencement of the trading of our units on the Nasdaq, our board of directors established two standing committees: an audit committee and a compensation committee, as described below. Each committee operates under a charter approved by our board and has the composition and responsibilities described below. **Audit Committee** We have established an audit committee of our board of directors. Messrs. Angell, Hyatt and Narayan serve as the members of our audit committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have three members of the audit committee, all of whom must be independent. Messrs. Angell, Hyatt and Narayan each meet the independent director standard under Nasdaq listing standards and under Rule 10A-3(b)(1) of the Exchange Act. Mr. Angell serves as the chairman of the audit committee. Each member of the audit committee is financially literate and our board of directors has determined that Mr. Angell qualifies as an audit committee financial expert as defined in applicable SEC rules. We have adopted an audit committee charter, which details the principal functions of the audit committee, including: | | assisting board oversight of (1)the integrity of our financial statements, (2)our compliance with legal and regulatory requirements, (3)our independent registered public accounting firms qualifications and independence, and (4)the performance of our internal audit function and independent registered public accounting firm; the appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged by us; | | | | pre-approving all audit and non-audit services to be provided by the independent registered public accounting firm or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; reviewing and discussing with the independent registered public accounting firm all relationships the independent registered public accounting firm have with us in order to evaluate their continued independence; | | | | setting clear policies for audit partner rotation in compliance with applicable laws and regulations; obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (1)the independent registered public accounting firms internal quality-control procedures and (2)any material issues raised by the most recent internal quality-control review, or peer review, of the independent registered public accounting firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding fiveyears respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues; | | | | meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent registered public accounting firm, including reviewing our specific disclosures under Managements Discussion and Analysis of Financial Condition and Results of Operations; reviewing and approving any related party transaction required to be disclosed pursuant to Item404 of RegulationS-K promulgated by the SEC prior to us entering into such transaction; and | | | | reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities. | | **Compensation Committee** We have established a nominating committee of our board of directors. Messrs. Narayan and Hyatt serve as member of our compensation committee. Mr. Narayan served as chair of the compensation committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have a compensation committee of at least two members, all of whom must be independent. Messrs. Narayan and Hyatt are each independent. The compensation committee charter, details the principal functions of the compensation committee, including: | | reviewing and approving on an annual basis the corporate goals and objectives relevant to our chief executive officers compensation, evaluating our chief executive officers performance in light of such goals and objectives and determining and approving the remuneration (if any) of our chief executive officer based on such evaluation; | | | | reviewing and making recommendations to our board of directors with respect to the compensation, and any incentive compensation and equity based plans that are subject to board approval of all of our other officers; | | | | reviewing our executive compensation policies and plans; | | 80 [Table of Contents](#TableOfContents) | | implementing and administering our incentive compensation equity-based remuneration plans; | | | | assisting management in complying with our proxy statement and annual report disclosure requirements; | | | | approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees; | | | | producing a report on executive compensation to be included in our annual proxy statement; and | | | | reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. | | The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC. **Compensation Committee Interlocks and Insider Participation** None of our executive officers currently serves, and in the past year has not served, as a member of the compensation committee of any entity that has one or more executive officers serving on our board of directors. **Director Nominations** We do not have a standing nominating committee though we intend to form a corporate governance and nominating committee as and when required to do so by law or Nasdaq rules. In accordance with Rule5605I(2)of the Nasdaq rules, a majority of the independent directors may recommend a director nominee for selection by our board of directors. Our board of directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee. The directors who will participate in the consideration and recommendation of director nominees are Messrs. Angell, Hyatt and Narayan. In accordance with Rule5605(e)(1)(A) of the Nasdaq rules, all such directors are independent. As there is no standing nominating committee, we do not have a nominating committee charter in place. The board of directors will also consider director candidates recommended for nomination by our shareholders during such times as they are seeking proposed nominees to stand for appointment at the next annual general meeting (or, if applicable, an extraordinary general meeting). Our shareholders that wish to nominate a director for appointment to our board of directors should follow the procedures set forth in our amended and restated memorandum and articles of association. We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, our board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders. Prior to our initial business combination, holders of our public shares will not have the right to recommend director candidates for nomination to our board of directors. **Clawback Policy** We have adopted a compensation recovery policy that is compliant with Nasdaq listing rules as required by the Dodd-Frank Act. **Code of Ethics** We have adopted a Code of Ethics applicable to our directors, officers and employees. A copy of our Code of Ethics is filed as an exhibit to this Annual Report on Form 10-K. You will be able to review this document by accessing our public filings at the SECs website at*www.sec.gov*. In addition, a copy of the Code of Ethics and the charters of the committees of our board of directors will be provided without charge upon request from us. If we make any amendments to our Code of Ethics other than technical, administrative or other non-substantive amendments, or grant any waiver, including any implicit waiver, from a provision of the Code of Ethics applicable to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions requiring disclosure under applicable SEC or Nasdaq rules, we will disclose the nature of such amendment or waiver on our website. The information included on our website is not incorporated by reference into this Annual Report on Form 10-K or in any other report or document we file with the SEC, and any references to our website are intended to be inactive textual references only. 81 [Table of Contents](#TableOfContents) **Conflicts of Interest** Under Cayman Islands law, directors and officers owe the following fiduciary duties: | | duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose; | | | | duty not to improperly fetter the exercise of future discretion; | | | | duty to exercise authority for the purpose for which it is conferred and a duty to exercise powers fairly as between different sections of shareholder | | | | duty not to put themselves in a position in which there is a conflict between their duty to the Company and their personal interests; and | | | | duty to exercise independent judgment. | | In addition to the above, directors also owe a duty of care which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the Company and the general knowledge skill and experience of that director. Below is a table summarizing the entities to which our executive officers and directors currently have fiduciary duties, contractual obligations or other material management relationships: | Individual | | Entity | | Entitys Business | | Affiliation | | | Matthew R. Pollard | | Capital Partners Group Pte. Ltd. | | Investment Banking | | Founders & Managing Director | | | | | | | | | | | | Abhay N. Pande | | Princeton Capital Advisors | | Investment Banking | | Managing Director | | | | | | | | | | | | | | DGA Group | | Strategic Advisory | | Senior Advisor | | | | | | | | | | | | | | Ironmont Hydro Pvt Ltd. | | Renewable Energy Investments | | Executive Director | | | | | | | | | | | | | | zSpace Technologies Inc. | | Technology | | Director | | | | | | | | | | | | | | Docketscope Inc. | | Technology | | Director | | | | | | | | | | | | | | Clarendon Capital | | Private Equity | | Advisory Board Member | | | | | | | | | | | | Kevin M. Murphy | | Andaman Capital Partners | | Investment Banking | | Managing Director | | | | | | | | | | | | | | The Pacific Group Ltd. | | Investment Management | | Director | | | | | | | | | | | | | | Synergenz Bioscience Ltd. | | Bioscience | | Executive Director | | | | | | | | | | | | R. Ian Angell | | Trinity Western UniversityEmbark | | Incubator | | Director | | | | | | | | | | | | | | BAC Insights | | Consulting | | Director | | | | | | | | | | | | | | Delta Water Products Group | | Distribution | | Director | | | | | | | | | | | | Kenneth Hyatt | | CMP Partners | | Consulting | | Founder and Managing Partner | | | | | | | | | | | | | | Princeton Capital Advisers | | Investment Banking | | Senior Advisor | | | | | | | | | | | | | | DGA Group | | Strategic Advisory | | Senior Advisor | | | | | | | | | | | | Ved P. Narayan | | EOS GmbH | | Technology | | Sr. Vice President, Asia Pacific | | | | | | | | | | | | | | Evercurrent | | Technology | | Senior Advisor | | 82 [Table of Contents](#TableOfContents) As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position at the expense of the company. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors. This can be done by way of permission granted in the amended and restated memorandum and articles of association or alternatively by shareholder approval at general meetings. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity, subject to their fiduciary duties under Cayman Islands law. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by law: (i)no individual serving as a director or an officer, among other persons, shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us, and (ii)we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which (a)may be a corporate opportunity for any director or officer, on the one hand, and us, on the other or (b)the presentation of which would breach an existing legal obligation of a director or officer to any other entity. As a result, the fiduciary duties or contractual obligations of our officers or directors could materially affect our ability to complete our initial business combination. In addition, our sponsor and our officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. As a result, our sponsor, officers and directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other special purpose acquisition company with which they may become involved. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination target, which could materially affect our ability to complete our initial business combination. Investors should also be aware of the following other potential conflicts of interest: | | Our officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our officers are not obligated to contribute any specific number ofhours per week to our affairs | | | | Through our sponsor, our management team purchased founder shares prior to the date of the Initial Public Offering and purchased private units in a transaction that closed simultaneously with the closing of the Initial Public Offering. 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, private shares and public shares in connection with the completion of our initial business combination. Additionally, our sponsor, officers and directors have agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares and the private shares if we fail to complete our initial business combination within the prescribed time frame, although they will be entitled to liquidating distributions from assets outside the trust account. If we do not complete our initial business combination within the prescribed time frame, the private units will expire worthless. Furthermore, our sponsor, officers and directors have agreed not to transfer, assign or sell any of their founder shares and any ClassA ordinary shares issuable upon conversion thereof until the earlier to occur of: (i)six months after the completion of our initial business combination or (ii)the date following the completion of our initial business combination on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the closing price of our ClassA ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 30 days after our initial business combination, the founder shares will be released from the lockup. The private units (including the component securities as well as any securities underlying those component securities) will not be transferable until 30days following the completion of our initial business combination. Because each of our officers and director nominees will own ordinary shares or warrants indirectly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. | | | | Members of our management team indirectly own our securities through their ownership interests in the sponsor, and accordingly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Our management team will have invested in us, through the sponsor, an aggregate of $712,500, comprised of the $25,000 purchase price for the founder shares (or approximately $0.005 per share) and the $687,500 purchase price for the private units (or $10.00 per unit), which will be forfeited if we fail to consummate an initial business combination. Accordingly, our management team may be more willing to pursue a business combination with a riskier 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 or if the private units would not lose their value if an initial business combination is not consummated. | | 83 [Table of Contents](#TableOfContents) | | Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. | | | | In the event our sponsor or members of our management team provide loans to us to finance transaction costs and/or incur expenses on our behalf in connection with an initial business combination, such persons may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as such loans may not be repaid and/or such expenses may not be reimbursed unless we consummate such business combination. | | | | Similarly, if we agree to pay our sponsor or a member of our management team a finders fee, advisory fee, consulting fee or success fee in order to effectuate the completion of our initial business combination, such persons may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as any such fee may not be paid unless we consummate such business combination. | | | | We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors, non-managing sponsor investors, or completing the business combination through a joint venture or other form of shared ownership with our sponsor, officers or directors or non-managing sponsor investors; accordingly, such affiliated person(s)may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as such affiliated person(s)would have interests different from our public shareholders and would likely not receive any financial benefit unless we consummated such business combination. In the event we seek to complete our initial business combination with a company that is affiliated (as defined in our amended and restated memorandum and articles of association) with our sponsor (including its members), officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions, stating that the consideration to be paid by us in such an initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context. | | We cannot assure you that any of the above-mentioned conflicts will be resolved in our companys favor. In the event that we submit our initial business combination to our public shareholders for a vote, our sponsor, officers and directors have agreed to vote their founder shares and private shares, and any shares purchased during or after the offering in favor of our initial business combination, aside from shares they may purchase in compliance with the requirements of Rule14e-5 under the ExchangeAct, which would not be voted in favor of approving the business combination transaction. The non-managing sponsor investors are not required to (i)hold any units, ClassA ordinary shares or public warrants they may purchase in the Initial Public Offering or thereafter for any amount of time, (ii)vote any ClassA 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 ClassA ordinary shares underlying the units they may purchase in the Initial Public Offering as the rights afforded to our other public shareholders. However, the non-managing sponsor investors will potentially have different interests than our other public shareholders in approving our initial business combination and otherwise exercising their rights as public shareholders because of their indirect ownership of founder shares and private units, as further discussed in this Annual Report **Limitation on Liability and Indemnification of Officers and Directors** Cayman Islands law does not limit the extent to which a companys memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, willful neglect, actual fraud or the consequences of committing a crime. Our amended and restated memorandum and articles of association will provide that our officers and directors will be indemnified by us to the fullest extent permitted by law, as it now exists or may in the future be amended, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect. We expect to purchase a policy of directors and officers liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors. Our officers and directors have agreed, and any persons who may become officers or directors prior to the initial business combination will agree, to waive any right, title, interest or claim of any kind in or to any monies in the trust account, and to waive any right, title, interest or claim of any kind they may have in the future as a result of, or arising out of, any services provided to us and will not seek recourse against the trust account for any reason whatsoever. Accordingly, any indemnification provided will only be able to be satisfied by us if (i)we have sufficient funds outside of the trust account or (ii)we consummate an initial business combination. Our indemnification obligations may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholders investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions. 84 [Table of Contents](#TableOfContents) We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. **Insider Trading Policy** Our board of directors has adopted an insider trading policy placing restrictions on transactions in our common and preferred equity, debt securities, options and derivative instruments with respect to such securities, such as exchange-traded put or call options or swaps, securities that are convertible into or exchangeable for other securities, as well as common units representing partner interests. Such restrictions apply to our directors, executive officers, and other employees who have access to material non-public information, and include, but are not limited to, prohibition from trading in our securities during blackout periods and pre-clearance requirements for all transactions in our securities. We believe that our insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable listing standards. Although the Company is not subject to our insider trading policy, the Company does not trade in its securities when it is in possession of material nonpublic information other than pursuant to previously adopted Rule 10b5-1 trading plans. **Item 11. Executive Compensation** **Executive Officer Director Compensation** After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed initial business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed initial business combination, because the directors of the post-combination business will be responsible for determining executive officer and director compensation. Any compensation to be paid to our executive officers by the Company will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors. We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our managements motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment. **Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters** The following table sets forth information regarding the beneficial ownership of our ordinary shares as of the date of this Annual Report by: | | each person known by us to be the beneficial owner of more than 5% of our outstanding ordinary shares; | | | | each of our executive officers and directors that beneficially owns our ordinary shares; and | | | | all our executive officers and director as a group. | | Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all of our ordinary shares beneficially owned by them. The following table does not reflect record or beneficial ownership of the private warrants as these warrants are not exercisable within 60days of the date of this Annual Report. 85 [Table of Contents](#TableOfContents) On August 6, 2025, our sponsor purchased, and the Company issued to the sponsor, 4,791,667 Class B ordinary shares for an aggregate purchase price of $25,000 or approximately $0.005 per share. 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 the Initial Public Offering would be a maximum of 14,375,000units if the underwriters over-allotment option was exercised in full, and therefore that such founder shares would represent 25% of the outstanding shares after the Initial Public Offering (not including the Class A ordinary shares that are included within the private units). The non-managing sponsor investors have purchased (i) up to an aggregate of approximately 4,950,000 units in the Initial Public Offering at the offering price, or up to 39.6 % of the offering and (ii) through the sponsor, an aggregate of 260,000private units at a price of $10.00 per unit ($2,600,000 in the aggregate); subject to each non-managing sponsor investor purchasing the public units allocated to it in connection with the Initial Public Offering, the sponsor issued membership interests at a nominal purchase price ($0.005 per share) to the non-managing sponsor investors at the closing of the Initial Public Offering reflecting interests in an aggregate of 2,080,000 founder shares. | | | Class A ordinary shares | | | Class B ordinary shares | | | | Name and Address of Beneficial Owner(1) | | Number of Shares Beneficially Owned | | | Approximate Percentage of Class | | | Number of Shares Beneficially Owned(2) | | | Approximate Percentage of Class | | | | Sponsor | | | | | | | | | | | | | | | LeapFrog Partners LLC (our Sponsor)(2) | | | 328,750 | | | | 1.8 | % | | | 4,791,667 | | | | 100 | % | | | Matthew Pollard(2) | | | 328,750 | | | | 1.8 | % | | | 4,791,667 | | | | 100 | % | | | Abhay N. Pande(2) | | | 328,750 | | | | 1.8 | % | | | 4,791,667 | | | | 100 | % | | | Kevin Murphy | | | 328,750 | | | | 1.8 | % | | | 4,791,667 | | | | 100 | % | | | R. Ian Angell | | | -- | | | | -- | | | | -- | | | | -- | | | | Kenneth Hyatt | | | -- | | | | -- | | | | -- | | | | -- | | | | Ved P. Narayan | | | -- | | | | -- | | | | -- | | | | -- | | | | All directors and officers as a group (6 persons) | | | 328,750 | | | | 1.8 | % | | | 4,791,667 | | | | 100 | % | | | (1) | The business address for each of the following is 350 Springfield Avenue, Suite 200, Summit, NJ 07078. | | | (2) | LeapFrog Partners LLC, our sponsor, is the record holder of the shares. LeapFrog Management LLC is the managing member of LeapFrog Partners LLC. Matthew R. Pollard, Abhay N. Pande and Kevin M. Murphy are the managing members of LeapFrog Management LLC and share voting and dispositive power over the shares held. Each of Mr. Pollard, Mr. Pande and Mr. Murphy disclaims any beneficial ownership of the securities held by LeapFrog Partners LLC other than to the extent of any pecuniary interest they may individually have therein, directly or indirectly. | | Immediately after the Initial Public Offering, our initial shareholders beneficially owned 25% of the then issued and outstanding ordinary shares (not including the Class A ordinary shares that are included within the private units). Prior to the closing of our initial business combination, only holders of our ClassB ordinary shares will be entitled to vote on the appointment and removal of directors or continuing the company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend our constitutional documents or to adopt new constitutional documents, in each case, as a result of our approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). Because of this ownership block, our initial shareholders may be able to effectively influence the outcome of all other matters requiring approval by our shareholders, including the appointment and removal of directors or continuing the company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend our constitutional documents or to adopt new constitutional documents, in each case, as a result of our approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands), and approval of significant corporate transactions including our initial business combination. Our sponsor and BTIG purchased an aggregate of 472,500 private units at a price of $10.00 per unit, or $4,725,000 in the aggregate, in a private placement that occurred simultaneously with the closing of the Initial Public Offering. Of these private units, our management team purchased 328,750 private units and BTIG purchased 143,750 private units. The non-managing sponsor investors purchased, through the purchase of non-managing sponsor membership interests, an aggregate of 260,000 private units ($2,600,000 in the aggregate) at a price of $10.00 per in a private placement that closed simultaneously with the closing of the Initial Public Offering. The sponsor issued membership interests at a nominal purchase price to the non-managing sponsor investors reflecting interests in an aggregate of 2,080,000 founder shares held by the sponsor. 86 [Table of Contents](#TableOfContents) The private units are identical to the units sold in the Initial Public Offering except that, so long as they are held by our sponsor or its permitted transferees, the private units (including the component securities as well as any securities underlying those component securities) (i)may not, subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30days after the completion of our initial business combination, (ii)will be entitled to registration rights and (iii)with respect to private warrants comprising part of the private units held by BTIG and/or their designees, will not be exercisable more than fiveyears from the commencement of sales in the Initial Public Offering in accordance with FINRA Rule5110(g)(8). A portion of the purchase price of the private units was added to the proceeds from the Initial Public Offering which was held in the trust account such that at the time of closing of the Initial Public Offering $143,750.000 was held in the trust account. If we do not complete our initial business combination within the completion window, the private units will expire worthless. The private units are subject to the transfer restrictions set forth in the Private Placement Unit Purchase Agreements included as exhibits to our Annual Report. LeapFrog Partners LLC, our sponsor, and our officers and directors are deemed to be our promoters as such term is defined under the federal securities laws. **Changes in Control** None. **Item 13. Certain Relationships and Related Transactions** In August 2025, our sponsor purchased, and the Company issued to the sponsor, 4,791,667 Class B ordinary shares for an aggregate purchase price of $25,000. As a result our sponsor has purchased and holds an aggregate of 4,791,667 Class B ordinary shares (up to 625,000 of which were subject to forfeiture by the holders thereof if the underwriters over-allotment option had not been exercised in full). The number of founder shares outstanding was determined based on the expectation that the total size of the Initial Public Offering would be a maximum of 14,375,000 units if the underwriters over-allotment option was exercised in full, and therefore that such founder shares would represent 25% of the outstanding shares after the offering (not including the Class A ordinary shares that are included within the private units). Our management team, through our sponsor, and BTIG purchased an aggregate of 472,500 private units at a price of $10.00 per unit, or $4,725,000 in the aggregate , in a private placement that closed simultaneously with the closing of the Initial Public Offering. Of those private units, our sponsor purchased 328,750 private units (of which our management team indirectly purchased 68,750 units) and BTIG purchased 143,750 private units. The non-managing sponsor investors indirectly purchased, through the purchase of non-managing sponsor membership interests, an aggregate of 260,000 private units at a price of $10.00 per ($2,600,000 in the aggregate) in a private placement that closed simultaneously with the closing of the Initial Public Offering. Subject to each non-managing sponsor investor purchasing the public units allocated to it in connection with the closing of the Initial Public Offering, the sponsor issued membership interests at a nominal purchase price to the non-managing sponsor investors reflecting interests in an aggregate of 2,080,000 founder shares held by the sponsor. The private units are identical to the units sold in the Initial Public Offering except that, so long as they are held by our sponsor or its permitted transferees, the private units (including the component securities as well as any securities underlying those component securities) (i)may not, subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30days after the completion of our initial business combination, (ii)will be entitled to registration rights and (iii)with respect to private warrants included as part of the private units held by BTIG and/or their designees, will not be exercisable more than fiveyears from the commencement of sales in the Initial Public Offering in accordance with FINRA Rule5110(g)(8). Prior to or in connection with the completion of our initial business combination, there may be payment by the Company to our sponsor, officers or directors, advisor, or our or their affiliates, of a finders fee, advisory fee, consulting fee or success fee for any services they render in order to effectuate the completion of our initial business, which, if made prior to the completion of our initial business combination, will be paid from funds held outside the trust account. Prior to the closing of the Initial Public Offering, our sponsor agreed to loan us funds in an aggregate amount of up to $300,000 to be used for a portion of the expenses of the Initial Public Offering. These loans would be non-interest bearing, unsecured and were due at the earlier of the closing of the Initial Public Offering or the date on which we determine not to conduct an initial public offering. A total of $75,124 was drawn down and repaid on the closing of our Initial Public Offering. 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 $1,200,000 of such loans may be convertible into private units of the post business combination entity at a price of $10.00 per unit at the option of the applicable lender. Such units would be identical to the private units. 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. 87 [Table of Contents](#TableOfContents) We have until the date that is 24months from the closing of the Initial Public Offering or until such earlier liquidation date as our board of directors may approve, to consummate our initial business combination. If we anticipate that we may be unable to consummate our initial business combination within such 24-month period, we may seek shareholder approval to amend our amended and restated memorandum and articles of association to extend the date by which we must consummate our initial business combination. There are no limitations on the number of times we may seek shareholder approval for an extension or the length of time of any such extension. However, if we seek shareholder approval for an extension, holders of public shares will be offered an opportunity to redeem their shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon (less taxes payable), divided by the number of then issued and outstanding public shares, subject to applicable law. Any of the foregoing payments to our sponsor, repayments of loans from our sponsor or repayments of working capital loans prior to our initial business combination will be made using funds held outside the trust account. After our initial business combination, members of our management team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to our shareholders, to the extent then known, in the proxy solicitation or tender offer materials, as applicable, furnished to our shareholders. It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a general meeting held to consider our initial business combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and director compensation. Under a registration rights agreement signed in connection with the Initial Public Offering, the Company granted registration rights to the holders of the (i)founder shares, (ii)private units (including the component securities as well as any securities underlying those component securities), which were issued in the private placement simultaneously with the closing of the Initial Public Offering and (iii)units (including the component securities as well as any securities underlying those component securities) that may be issued upon conversion of working capital loans to the Company. Pursuant to the registration rights agreement and assuming that $1,200,000 of working capital loans are converted into private units, the Company will be obligated to register up to 12,867,917 ClassA ordinary shares. The ClassA ordinary shares to be registered include (i)7,187,500 shares underlying the public warrants, (ii) 4,791,667 shares to be issued upon conversion of the founder shares, (iii)472,500 shares underlying the private units, (iv)236,250 shares underlying the private warrants, (v)120,000 shares underlying the units issued upon conversion of working capital loans, and (vi)60,000 shares underlying the working capital private warrants. The Company agreed to use commercially reasonable efforts to register and maintain the current registration of shares issuable under the warrants. The holders of founder shares and private units are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain piggy-back registration rights with respect to registration statements filed subsequent to the completion of the Companys initial business combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. **Policy for Approval of Related Party Transactions** The audit committee of our board of directors will adopt a policy setting forth the policies and procedures for its review and approval or ratification of related party transactions. A related party transaction is any consummated or proposed transaction or series of transactions: (i)in which the company was or is to be a participant; (ii)the amount of which exceeds (or is reasonably expected to exceed) the lesser of $120,000 or 1% of the average of the companys total assets at year-end for the prior two completed fiscalyears in the aggregate over the duration of the transaction (without regard to profit or loss); and (iii)in which a related party had, has or will have a direct or indirect material interest. Related parties under this policy will include: (i)our directors, nominees for director or officers or any person who has served in such roles since the beginning of the most recent fiscal year, even if he or she does not currently serve in that role; (ii)any record or beneficial owner of more than 5% of any class of our voting securities; (iii)any immediate family member of any of the foregoing if the foregoing person is a natural person; and (iv)any other person who maybe a related person pursuant to Item404 of RegulationS-K under the ExchangeAct. Pursuant to the policy, the audit committee will consider (i)the relevant facts and circumstances of each related party transaction, including if the transaction is on terms comparable to those that could be obtained in arms-length dealings with an unrelated third party, (ii)the extent of the related partys interest in the transaction, (iii)whether the transaction contravenes our code of ethics or other policies, (iv)whether the audit committee believes the relationship underlying the transaction to be in the best interests of the company and its shareholders and (v)if the related party is a director or an immediate family member of a director, the effect that the transaction may have on a directors status as an independent member of the board and on his or her eligibility to serve on the boards committees. Management will present to the audit committee each proposed related party transaction, including all relevant facts and circumstances relating thereto. Under the policy, we may consummate related party transactions only if our audit committee approves or ratifies the transaction in accordance with the guidelines set forth in the policy. The policy will not permit any director or officer to participate in the discussion of, or decision concerning, a related person transaction in which he or she is the related party. We are not prohibited from paying any fees (including advisory fees), reimbursements or cash payments to our sponsor, officers or directors, or our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, all of which, if made prior to the completion of our initial business combination, will be paid from funds held outside the trust account. **Director Independence** Nasdaq rules require that a majority of our board of directors be independent within one year of our initial public offering. An independent director is defined generally as a person who, in the opinion of the companys board of directors, has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company). Our board of directors has determined that Messrs. Angell, Hyatt and Narayan are independent directors as defined in Nasdaq listing standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present. 88 [Table of Contents](#TableOfContents) **Item 14. Principal Accounting Fees and Services** The firm of WithumSmith+Brown, PC, or Withum, acts as our independent registered public accounting firm. The following is a summary of fees paid to Withum for services rendered. *Audit Fees*. During the period from June 20, 2025 (inception) through December 31, 2025, fees for our independent registered public accounting firm were approximately $111,850 for the services Withum performed in connection with our Initial Public Offering and the audit of our December 31, 2025 financial statements included in this Annual Report on Form 10-K. *Audit-Related Fees*. During the period from June 20, 2025 (inception) through December 31, 2025, our independent registered public accounting firm did not render assurance and related services related to the performance of the audit or review of financial statements. *Tax Fees*. During the period from June 20, 2025 (inception) through December 31, 2025, fees for our independent registered public accounting firm were approximately $5,250 for services related to tax compliance, tax advice and tax planning. *All Other Fees*. During the period from June 20, 2025 (inception) through December 31, 2025, there were no fees billed for products and services provided by our independent registered public accounting firm other than those set forth above. **Pre-Approval Policy** Our audit committee was formed upon the consummation of our Initial Public Offering. As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors. Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit). 89 [Table of Contents](#TableOfContents) **PART IV** **Item 15. Exhibits, Financial Statement Schedules** | (a) | The following documents are filed as part of this Annual Report: | | 1. Financial Statements: See Index to Financial Statements at page F-1. | (b) | Financial Statement Schedules. All schedules are omitted for the reason that the information is included in the financial statements or the notes thereto or that they are not required or are not applicable. | | | (c) | Exhibits: The exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as part of this Annual Report. | | | Exhibit No. | | Description | | | 1.1 | | Underwriting Agreement among the Company and BTIG (incorporated by reference to Exhibit 1.1 to the Companys Current Report on Form 8-K (File No. 001-42993) filed with the SEC on December 4, 2025). | | | 3.1 | | Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Companys Current Report on Form 8-K (File No. 001-42993) filed with the SEC on December 4, 2025). | | | 4.1 | | Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Companys Registration Statement on Form S-1, as amended (File No. 333-290036), filed on September 4, 2025). | | | 4.1 | | Warrant Agreement between Odyssey Transfer & Trust Company and the Company (incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K (File No. 001-42993) filed with the SEC on December 4, 2025). | | | 4.2 | | Specimen Class A Ordinary Share Certificate (incorporated by reference to Exhibit 4.2 to the Companys Registration Statement on Form S-1, as amended (File No. 333-290036), filed on October 24, 2025). | | | 4.3 | | Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Companys Registration Statement on Form S-1, as amended (File No. 333-290036), filed on September 4, 2025). | | | 4.5* | | Description of Securities. | | | 10.1 | | Letter Agreement among the Company, the Sponsor and the Companys officers and directors (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K (File No. 001--42993) filed with the SEC on December 4, 2025). | | | 10.2 | | Investment Management Trust Agreement between Odyssey Transfer &Trust Company and the Company (incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K (File No. 001-42993) filed with the SEC on December 4, 2025). | | | 10.3 | | Registration and Shareholder Rights Agreement among the Company, the Sponsor, BTIG and certain other equity holders named therein (incorporated by reference to Exhibit 10.3 to the Companys Current Report on Form 8-K (File No. 001-42993) filed with the SEC on December 4, 2025). | | | 10.4 | | Private Placement Units Purchase Agreement between the Company and the Sponsor (incorporated by reference to Exhibit 10.4 to the Companys Current Report on Form 8-K (File No. 001-42993) filed with the SEC on December 4, 2025). | | | 10.5 | | Private Placement Units Purchase Agreement between the Company and the Underwriter (incorporated by reference to Exhibit 10.5 to the Companys Current Report on Form 8-K (File No. 001-42993) filed with the SEC on December 4, 2025). | | | 10.6 | | Administrative Services Agreement between the Company and the Sponsor (incorporated by reference to Exhibit 10.6 to the Companys Current Report on Form 8-K (File No. 001-42993) filed with the SEC on December 4, 2025). | | | 10.7 | | Form of Indemnity Agreement (incorporated by reference to Exhibit 10.6 to the Companys Registration Statement on Form S-1, as amended (File No. 333-290036, filed on October 24, 2025). | | | 10.8 | | Promissory Note between the Company and the Sponsor (incorporated by reference to Exhibit 10.8 to the Companys Registration Statement on Form S-1, as amended (File No. 333-290036), filed on October 24, 2025). | | | 19.1* | | Insider Trading Policy. | | | 31.1* | | Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | | | 31.2* | | Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | | | 32.1** | | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | | | 32.2** | | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | | | 97.1* | | Clawback Policy. | | | 101.INS* | | Inline XBRL Instance Document. | | | 101.SCH* | | Inline XBRL Taxonomy Extension Schema Document. | | | 101.CAL* | | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | | | 101.DEF* | | Inline XBRL Taxonomy Extension Definition Linkbase Document. | | | 101.LAB* | | Inline XBRL Taxonomy Extension Label Linkbase Document. | | | 101.PRE* | | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | | | 104* | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | | | * | Filed herewith | | | ** | These certifications are not deemed filed by the SEC and are not to be incorporated by reference in any filing we make under the Securities Act of 1933 or the Securities Exchange Act of 1934, irrespective of any general incorporation language in any filings. | | **Item 16. Form 10-K Summary** Not applicable. 90 [Table of Contents](#TableOfContents) **SIGNATURES** Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. | | LEAPFROG ACQUISITION CORPORATION | | | | | | | | Dated: March 20, 2026 | By: | /s/ Kevin Murphy | | | | Name: | Kevin Murphy | | | | Title: | Chief Financial Officer (principal financial and accounting officer) | | Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated: | Name | | Position | | Date | | | | | | | | | | /s/ Matthew Pollard | | Chief Executive Officer and Director | | March 20, 2026 | | | Matthew Pollard | | (principal executive officer) | | | | | | | | | | | | /s/ Kevin Murphy | | Chief Financial Officer | | March 20, 2026 | | | Kevin Murphy | | (principal financial and accounting officer) | | | | | | | | | | | | /s/ Abhay Pande | | President, Chief Investment Officer and Director | | March 20, 2026 | | | Abhay Pande | | | | | | | | | | | | | | /s/ Kenneth Hyatt | | Director | | March 20, 2026 | | | Kenneth Hyatt | | | | | | | | | | | | | | /s/ R. Ian Angell | | Director | | March 20, 2026 | | | R. Ian Angell | | | | | | | | | | | | | | /s/ Ved Narayan | | Director | | March 20, 2026 | | | Ved Narayan | | | | | | 91 [Table of Contents](#TableOfContents) **LEAPFROG ACQUISITION CORPORATION** **INDEX TO FINANCIAL STATEMENTS** | Report of Independent Registered Public Accounting Firm (PCAOB ID: 100) | F-2 | | | Financial Statements: | | | | Balance Sheet as of December 31, 2025 | F-3 | | | Statement of Operations for the Period from June 20, 2025 (inception) through December 31, 2025 | F-4 | | | Statement of Changes in Shareholders Deficit for the period from June 20, 2025 (inception) through December 31, 2025 | F-5 | | | Statement of Cash Flows for the period from June 20, 2025 (inception) through December 31, 2025 | F-6 | | | Notes to Financial Statements | F-7 to F-20 | | F-1 [Table of Contents](#TableOfContents) **** **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** **** To the Board of Directors and Shareholders of Leapfrog Acquisition Corporation: **Opinion on the Financial Statement** We have audited the accompanying balance sheet of Leapfrog Acquisition Corporation (the Company) as of December 31, 2025, and the related statements of operations, changes in shareholders deficit and cash flows for the period from June 20, 2025 (inception) through December 31, 2025, and the related notes (collectively referred to as the financial statement). In our opinion, the financial statement present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the period from June 20, 2025 (inception) through December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. **Basis for Opinion** This financial statement is the responsibility of the Companys management. Our responsibility is to express an opinion on the Companys financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (the PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion.4 Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. /s/ WithumSmith + Brown, P.C. We have served as the Companys auditor since 2025. New York, New York March 19, 2026 PCAOB ID Number 100 **** F-2 [Table of Contents](#TableOfContents) **** **LEAPFROG ACQUISITION CORPORATION** **BALANCE SHEET** **DECEMBER 31, 2025** | ASSETS | | | | | | | | | | | | Current Assets | | | | | | Cash | | $ | 1,395,995 | | | | Prepaid expenses | | | 97,010 | | | | Total Current Assets | | | 1,493,005 | | | | Long-term prepaid insurance | | | 86,854 | | | | Cash held in Trust Account | | | 144,087,613 | | | | | | | | | | | Total Assets | | $ | 145,667,472 | | | | | | | | | | | LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS DEFICIT | | | | | | | | | | | | | | Current Liabilities | | | | | | | Accounts payable and accrued expenses | | $ | 217,300 | | | | Due to Sponsor | | | 7,500 | | | | Total Current Liabilities | | | 224,800 | | | | Deferred underwriting fee | | | 5,031,250 | | | | | | | | | | | Total Liabilities | | | 5,256,050 | | | | | | | | | | | Commitments and Contingencies (Note 6) | | | | | | | | | | | | | | Class A ordinary shares, $0.0001 par value; 14,375,000 shares subject to possible redemption at $10.02 per share | | | 144,087,613 | | | | | | | | | | | Shareholders deficit | | | | | | | Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | | | - | | | | Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 472,500 shares issued and outstanding (excluding 14,375,000 shares subject to possible redemption) | | | 47 | | | | Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 4,791,667 shares issued and outstanding | | | 479 | | | | Additional paid-in capital | | | - | | | | Accumulated deficit | | | (3,676,717 | ) | | | Total Shareholders Deficit | | | (3,676,191 | ) | | | | | | | | | | Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders Deficit | | $ | 145,667,472 | | | **** The accompanying notes are an integral part of these financial statements. F-3 [Table of Contents](#TableOfContents) **** **LEAPFROG ACQUISITION CORPORATION** **STATEMENT OF OPERATIONS** **FOR THE PERIOD FROM JUNE 20, 2025 (INCEPTION) THROUGH DECEMBER 31, 2025** **** | General and administrative expenses | | $ | 132,317 | | | | Loss from operations | | | (132,317 | ) | | | | | | | | | | Other income | | | | | | | Interest earned on cash held in Trust Account | | | 337,613 | | | | | | | | | | | Net income | | $ | 205,296 | | | | | | | | | | | Basic and diluted weighted average ordinary shares outstanding, redeemable ordinary shares | | | 1,769,231 | | | | Basic and diluted net income per share, redeemable ordinary shares | | $ | 0.03 | | | | Basic and diluted weighted average ordinary shares outstanding, non-redeemable ordinary shares | | | 4,849,821 | | | | Basic and diluted net income per share, non-redeemable ordinary shares | | $ | 0.03 | | | The accompanying notes are an integral part of these financial statements. F-4 [Table of Contents](#TableOfContents) **** **LEAPFROG ACQUISITION CORPORATION** **STATEMENT OF CHANGES IN SHAREHOLDERS DEFICIT** **FOR THE PERIOD FROM JUNE 20, 2025 (INCEPTION) THROUGH DECEMBER 31, 2025** **** | | Class A Ordinary Shares | | | Class B Ordinary Shares | | | Additional Paid-in | | | Accumulated | | | Total Shareholders | | | | | Shares | | | Amount | | | Shares | | | Amount | | | Capital | | | Deficit | | | Deficit | | | | Balance June 20, 2025 (inception) | | | - | | | $ | - | | | | - | | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | | Class B ordinary shares issued to Sponsor | | | - | | | | - | | | | 4,791,667 | | | | 479 | | | | 24,521 | | | | - | | | | 25,000 | | | | Sale of private placement units | | | 472,500 | | | | 47 | | | | - | | | | - | | | | 4,724,953 | | | | - | | | | 4,725,000 | | | | Fair value of warrants included in public units | | | - | | | | - | | | | - | | | | - | | | | 2,824,688 | | | | - | | | | 2,824,688 | | | | Allocated value of offering costs to ordinary shares and warrants | | | - | | | | - | | | | - | | | | - | | | | (175,444 | ) | | | - | | | | (175,444 | ) | | | Remeasurement of ordinary shares subject to possible redemption | | | - | | | | - | | | | - | | | | - | | | | (7,398,718 | ) | | | (3,544,400 | ) | | | (10,943,118 | ) | | | Subsequent remeasurement of ordinary shares subject to possible redemption | | | - | | | | - | | | | - | | | | - | | | | - | | | | (337,613 | ) | | | (337,613 | ) | | | Net income | | | - | | | | - | | | | - | | | | - | | | | - | | | | 205,296 | | | | 205,296 | | | | Balance - December 31, 2025 | | | 472,500 | | | $ | 47 | | | | 4,791,667 | | | $ | 479 | | | $ | - | | | $ | (3,676,717 | ) | | $ | (3,676,191 | ) | | The accompanying notes are an integral part of these financial statements. F-5 [Table of Contents](#TableOfContents) **LEAPFROG ACQUISITION CORPORATION** **STATEMENT OF CASH FLOWS** **FOR THE PERIOD FROM JUNE 20, 2025 (INCEPTION) THROUGH DECEMBER 31, 2025** **** | Cash flows from operating activities: | | | | | | | | | | | | Net income | | $ | 205,296 | | | | | | | | | | | Adjustment to reconcile net income to net cash used in operating activities: | | | | | | | Interest earned on cash held in Trust Account | | | (337,613 | ) | | | Changes in operating assets and liabilities: | | | | | | | | | | | | | | Prepaid expenses | | | (157,864 | ) | | | Accounts payable and accrued expenses | | | 217,300 | | | | Due to sponsor | | | 7,500 | | | | | | | | | | | Net cash used in operating activities | | | (65,381 | ) | | | | | | | | | | Cash flows from investing activities | | | | | | | | | | | | | | Cash deposited in Trust Account | | | (143,750,000 | ) | | | | | | | | | | Net cash used in investing activities | | | (143,750,000 | ) | | | | | | | | | | Cash flows from financing activities | | | | | | | | | | | | | | Proceeds from sale of units, gross | | | 143,750,000 | | | | Proceeds from sale of private placement units | | | 4,725,000 | | | | Payment of offering costs | | | (3,188,500 | ) | | | Repayment of promissory note - related party | | | (75,124 | ) | | | | | | | | | | Net cash provided by financing activities | | | 145,211,376 | | | | | | | | | | | Net change in cash | | | 1,395,995 | | | | | | | | | | | Cash - beginning of period | | | - | | | | | | | | | | | Cash - end of period | | $ | 1,395,995 | | | | | | | | | | | Supplemental disclosure of noncash activities: | | | | | | | Expenses paid by the Sponsor in exchange for issuance of Founder Shares | | $ | 25,000 | | | | Expenses and deferred offering costs paid by the Sponsor | | $ | 75,124 | | | | Deferred underwriting fee | | $ | 5,031,250 | | | The accompanying notes are an integral part of these financial statements. F-6 [Table of Contents](#TableOfContents) **LEAPFROG ACQUISITION CORPORATION** **NOTES TO FINANCIAL STATEMENTS** **DECEMBER 31, 2025** **NOTE 1. ORGANIZATION AND BUSINESS OPERATIONS** Leapfrog Acquisition Corporation (the Company) is a blank check company incorporated as a Cayman Islands exempted company on June 20, 2025. The Company was incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the Business Combination). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. The Company has not selected any specific Business Combination target. The Company is not limited to a particular or geographic region for purposes of consummating a Business Combination. As of December 31, 2025, the Company had not commenced any operations. All activity for theperiodfrom June 20, 2025 (inception) through December 31, 2025 relates to the Companys formation and its initial public offering (the Initial Public Offering), which is described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The registration statement for the Companys Initial Public Offering was declared effective on December 4, 2025. On December 8, 2025, the Company consummated the Initial Public Offering of14,375,000units (the Units and, with respect to the ClassA ordinary shares included in the Units being offered, the Public Shares), which includes the full exercise by the underwriters of their over-allotment option in the amount of1,875,000Units, at $10.00per Unit, generating gross proceeds of $143,750,000. Each Unit consists of one ClassA ordinary share andone-half of one redeemable warrant (each, a Public Warrant). Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of472,500units including 37,500 additional units as the underwriters over-allotment option was exercised in full (the Private Placement Units) at a price of $10.00per Private Placement Unit, in a private placement (the Private Placement) to the Companys sponsor, Leapfrog Partners, LLC (the Sponsor), and BTIG, LLC, the representative of the underwriters, generating gross proceeds of $4,725,000. Each Private Placement Unit consists of one ClassA ordinary share andone-half of one redeemable warrant (the Private Placement Warrants and together with the Public Warrants, the Warrants). Each whole Warrant entitles the holder to purchase one ClassA ordinary share at a price of $11.50per share, subject to adjustment. Of the472,500 Private Placement Units, the Sponsor purchased328,750Private Placement Units, and BTIG purchased143,750Private Placement Units. Out of the aggregate amount of $4,725,000, the amount of $2,940,000 was added to the proceeds from the Initial Public Offering held in the Trust Account (as defined below) and the amount of $1,785,000 was transferred to the operating bank account. Transaction costs amounted to $8,293,874, consisting of $2,875,000of cash underwriting fees, $5,031,250of deferred underwriting commissions which will be paid on the consummation of the initial Business Combination, and $387,624of other offering costs. The Companys board of directors has broad discretion in determining the fair market value of a target business. While the Company generally must acquire a target with a fair market value of at least 80% of the Trust Account (defined below) assets, this requirement does not apply if the Company is delisted from Nasdaq. An independent third-party valuation is only required if the board cannot make this determination or if the target is affiliated with insiders. The Company expects to acquire 100% of a targets equity or assets but may acquire less or merge directly with the target. The transaction must result in the Company owning at least 50% of the targets voting securities or gaining control sufficient to avoid classification as an investment company under the Investment Company Act of 1940, as amended (the Investment Company Act). There is no assurance that the Company will be able to successfully effect a Business Combination. Upon the closing of the Initial Public Offering and the Private Placement, $143,750,000 ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (the Trust Account) with Odyssey Transfer and Trust Company acting as trustee and invested only in 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, until the earliest of (i) the completion of an initial Business Combination, (ii) the redemption of the Public Shares (defined below) if the Company is unable to complete an initial Business Combination within the Completion Window (defined below), subject to applicable law, and (iii) the redemption of the Public Shares properly submitted in connection with a shareholder vote to amend the Companys amended and restated memorandum and articles of association to modify the substance or timing of obligation to redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination within the Completion Window (defined below) or 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 creditors, if any, which could have priority over the claims of public shareholders. F-7 [Table of Contents](#TableOfContents) **** **LEAPFROG ACQUISITION CORPORATION** **NOTES TO FINANCIAL STATEMENTS** **DECEMBER 31, 2025** The Company will provide its Class A ordinary shareholders with the opportunity to redeem all or a portion of their Public Shares upon the consummation of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. All of the Class A ordinary shares sold as part of the units in this offering contain a redemption feature which allows for the redemption of such Public Shares in connection with liquidation, if there is a shareholder vote or tender offer in connection with initial Business Combination and in connection with certain amendments to second amended and restated memorandum and articles of association. In accordance with U.S. Securities and Exchange Commission (SEC) guidance on redeemable equity instruments, which has been codified in Accounting Standards Codification (ASC) 480-10-S99, redemption provisions not solely within the control of a company require ordinary shares subject to redemption to be classified outside of permanent equity. Accordingly, all of the Public Shares were presented as temporary equity, outside of the shareholders deficit section of the Companys balance sheet. Given that the Class A ordinary shares sold as part of the units in the offering were issued with other freestanding instruments, the initial carrying value of Class A ordinary shares classified as temporary equity were the allocated proceeds determined in accordance with ASC 470-20. The resulting discount to the initial carrying value of temporary equity was accreted upon the closing of the Initial Public Offering such that the carrying value was equal the redemption value on such date. The accretion or remeasurement is recognized as a reduction to retained earnings, or in the absence of retained earnings, additional paid-in capital. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. Each public shareholder may elect to redeem their Public Shares without voting and, if they do vote, irrespective of whether they vote for or against the proposed transaction. In addition, initial shareholders, directors and executive officers have entered into a letter agreement, pursuant to which they have agreed to waive their redemption rights with respect to any Founder Shares (as defined in Note 5), Private Shares and Public Shares held by them in connection with the completion of a Business Combination. Notwithstanding the foregoing redemption rights, the Companys amended and restated memorandum and articles of association provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a group (as defined under Section 13 of the Securities Exchange of Act 1934, as amended (the Exchange Act)), is restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, without the prior consent of the Company. The Company has determined not to have a minimum net tangible asset requirement to consummate any Business Combination which could be subject to Rule 419 promulgated under the Securities Act (defined in Note 2). Moreover, if the Company seeks to consummate an initial Business Combination with a target business that imposes any type of working capital closing condition or requires the Company to have a minimum amount of funds available from the Trust Account upon consummation of such initial Business Combination, its net tangible asset threshold may limit the Companys ability to consummate such initial Business Combination (as the Company may be required to have a lesser number of shares redeemed) and may force the Company to seek third-party financing which may not be available on terms acceptable to the Company or at all. As a result, the Company may not be able to consummate such an initial Business Combination and the Company may not be able to locate another suitable target within the applicable time period, if at all. If the Company is unable to consummate the initial Business Combination within 24 months (which can be extended) from the Closing of the Initial Public Offering (the Completion Window), the Company will, (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, subject to lawfully available funds therefor, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (net of taxes payable and less interest to pay dissolution expenses up to $100,000) divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish Public Shareholders rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve. However, the Company may not be able to distribute such amounts as a result of claims of creditors which may take priority over the claims of the Public Shareholders. In the event of liquidation and subsequent dissolution, the warrants will expire and will be worthless. **Going Concern Consideration** As of December 31, 2025, the Company had $1,395,995 in its operating bank account and a working capital surplus of $1,268,205. The Company has incurred and expects to continue to incur significant costs as a publicly traded company, to evaluate business opportunities, and to close on a Business Combination. Such costs will be incurred prior to generating any operating revenues. Management plans to complete a Business Combination before the mandatory liquidation date and anticipates that the Company will have sufficient liquidity to fund its operations until then. However, there is no assurance that the Companys plans to consummate a Business Combination will be successful within the Completion Window or that liquidity will be sufficient to fund operations. In connection with the Companys assessment of going concern considerations in accordance with Financial Accounting Standards Board (FASB) ASC 205-40, Presentation of Financial Statements Going Concern, management concluded that the liquidity condition raises substantial doubt about the Companys ability to continue as a going concern within one year after the date that the financial statements are issued. Management has determined that, pursuant to the proceeds received from the Initial Public Offering, it has access to funds that alleviate the substantial doubt about the Companys ability to continue as a going concern. F-8 [Table of Contents](#TableOfContents) **** **LEAPFROG ACQUISITION CORPORATION** **NOTES TO FINANCIAL STATEMENTS** **DECEMBER 31, 2025** **NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES** ** **Basis of Presentation** The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and pursuant to the accounting and disclosure rules and regulations of the SEC. **** **Emerging Growth Company** The Company is an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the Securities Act), as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Companys financial statements with those of another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. F-9 [Table of Contents](#TableOfContents) **** **LEAPFROG ACQUISITION CORPORATION** **NOTES TO FINANCIAL STATEMENTS** **DECEMBER 31, 2025** **Use of Estimates** The preparation of the financial statements in conformity with U.S. GAAP requires the Companys management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. **Warrant Instruments** ** The Company has accounted for the Public Warrants and Private Placement Warrants issued in connection with the Initial Public Offering and the Private Placement in accordance with the guidance contained in ASC 815, Derivatives and Hedging. Accordingly, the Company evaluated and classified the warrant instruments under equity treatment at their assigned value. As of December 31, 2025, there were 7,187,500 Public Warrants and 236,250 Private Placement Warrants outstanding. **Cash and Cash Equivalents** The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $1,395,995in cash and no cash equivalents as of December 31, 2025. **Cash Held in Trust Account** At December 31, 2025, the cash held in the Trust Account amounted to $144,087,613, which is being held in an interest-bearing deposit account at a bank until the earlier of consummation of the Companys initial Business Combination and liquidation. **Concentration of Credit Risk** **** Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Companys financial condition, results of operations, and cash flows. **** **Offering Costs Associated with the Initial Public Offering** Offering costs consisted principally of legal and other costs (including underwriting discounts and commissions) incurred that are directly related to the Initial Public Offering. The Company complies with the requirements of the ASC340-10-S99 and SEC Staff Accounting Bulletin Topic5A,Expenses of Offering. The Company applied this guidance to allocate Initial Public Offering proceeds from the Unitsbetween ClassA ordinary shares and warrants, using the residual method by allocating Initial Public Offering proceeds first to assigned value of the warrants and then to the ClassA ordinary shares. Offering costs allocated to the Public Shares were charged to temporary equity, and offering costs allocated to the Public Warrants and Private Placement Units were charged to shareholders deficit as the Public Warrants and Private Placement Warrants, after managements evaluation, are accounted for under equity treatment. **** F-10 [Table of Contents](#TableOfContents) **** **LEAPFROG ACQUISITION CORPORATION** **NOTES TO FINANCIAL STATEMENTS** **DECEMBER 31, 2025** **Fair Value Measurements** **** Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: | | Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; | | | | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and | | | | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. | | In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. **Income Taxes** The Company follows the asset and liability method of accounting for income taxes under ASC Topic740, Income Taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that is included in the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Companys management determined that the Cayman Islands is the Companys major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2025, there are no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Companys financial statements. **Class A Ordinary Shares Subject to Possible Redemption** The Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Companys liquidation, or if there is a shareholder vote or tender offer in connection with the Companys initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies Public Shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit. Accordingly, at December 31, 2025, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders deficit section of the Companys balance sheet, as reconciled in the following table: | Particular | | Amount | | | | Gross proceeds | | $ | 143,750,000 | | | | Less: Proceeds allocated to public warrants | | | (2,824,688 | ) | | | Less: Ordinary share issuance cost | | | (8,118,430 | ) | | | Add: Remeasurement of carrying value to redemption value | | | 10,943,118 | | | | Ordinary shares subject to possible redemption, December 8, 2025 | | | 143,750,000 | | | | Add: Subsequent remeasurement of carrying value to redemption value | | | 337,613 | | | | Ordinary shares subject to possible redemption, December 31, 2025 | | $ | 144,087,613 | | | F-11 [Table of Contents](#TableOfContents) **LEAPFROG ACQUISITION CORPORATION** **NOTES TO FINANCIAL STATEMENTS** **DECEMBER 31, 2025** **Net Income per Ordinary Share** The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. The statement of operations includes a presentation of income per redeemable share and income per non-redeemable share following the two-class method of income per share. In order to determine the net income attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income allocable to both the redeemable shares and non-redeemable shares and the undistributed income is calculated using the total net income less any dividends paid. The Company then allocated the undistributed income ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable shares. The calculation of diluted net income per share does not consider the effect of the Public Warrants or Private Placement Warrants since the exercise of the warrants is contingent upon the occurrence of a future event. At December 31, 2025, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the period presented. The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts): | | | For the Period from June 20, 2025 (Inception) through December 31, 2025 | | | | | | Redeemable | | | Non-Redeemable | | | | Particulars | | Shares | | | Shares | | | | Basic and diluted net income per share: | | | | | | | | | Ownership percentage | | | 27 | % | | | 73 | % | | | Numerators: | | | | | | | | | | | Allocation of net income | | $ | 54,874 | | | $ | 150,422 | | | | | | | | | | | | | | | Denominators: | | | | | | | | | | | Weighted-average shares outstanding | | | 1,769,231 | | | | 4,849,821 | | | | Basic and diluted net income per share | | $ | 0.03 | | | $ | 0.03 | | | **Recent Accounting Standards** **** In November 2023, the FASB issued Accounting Standards Update (ASU) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating decision maker (CODM), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. The ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing segment disclosures in Topic 280. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. This standard was effective for the Company starting June 20, 2025 (inception) and did not have a material impact on the Companys financial statements (see Note 9). Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Companys financial statements. **NOTE 3. INITIAL PUBLIC OFFERING** In its Initial Public Offering on December8, 2025, the Company sold14,375,000 Units, which includes the full exercise by the underwriters of their over-allotment option in the amount of1,875,000Units at a purchase price of $10.00per Unit. Each Unit consists of one Public Share andone-half of one redeemable Public Warrant. Each whole Public Warrant entitles the holder to purchase one ClassA ordinary share at a price of $11.50per share, subject to adjustment. Each Public 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. F-12 [Table of Contents](#TableOfContents) **** **LEAPFROG ACQUISITION CORPORATION** **NOTES TO FINANCIAL STATEMENTS** **DECEMBER 31, 2025** **NOTE 4. PRIVATE PLACEMENT** Simultaneously with the closing of the Initial Public Offering, the Sponsor and BTIG, LLC purchased an aggregate of472,500 Private Placement Units, including underwriters over-allotment of 37,500 units, at a price of $10.00per Private Placement Unit), or $4,725,000in the aggregate, in a private placement. Of those472,500Private Placement Units, the Sponsor purchased328,750Private Placement Units, including underwriters over-allotment exercise of 18,750 units, at a price of $10.00 and BTIG, LLC purchased143,750Private Placement Units, including underwriters over-allotment exercise of 18,750 units, at a price of $10.00 with the underwriters paying for their units via a reduction in the cash underwriting discount due from the Company. Each Private Placement Unit consists of one ClassA ordinary share andone-half of one Private Placement Warrant. Each whole Private Placement Warrant entitles the registered holder to purchase one ClassA ordinary share at a price of $11.50per share, subject to adjustment. Of the Private Placement Units purchased by the Sponsor, non-managing sponsor investors have indirectly purchased, through the purchase of non-managing sponsor membership interests, an aggregate of 260,000 units (including underwriters over-allotment exercise of 18,750 units), at a price of $10.00 per unit, for an aggregate purchase price of $2,600,000. An agreement with thenon-managing investors was entered into directly with the Sponsor entity and it makes reference to the Private Placement Units and Founder Shares (as defined in Note 5) of the Company. The interests and units associated in the agreement are supported on one for one basis with the Companys underlying Private Placement Units and Founder Shares. Each Private Placement Unit will be identical to the Units sold in the Initial Public Offering, except that it will not be redeemable, transferable, assignable or salable by the Sponsor or underwriters until 30 days after the completion of the initial Business Combination, except transfers permitted (a) to officers, directors, advisors or consultants, any affiliate or family member of any of the officers, directors, advisors or consultants, any members or partners of the Sponsor or their affiliates and funds and accounts advised by such members or partners, any affiliates of the Sponsor, or any employees of such affiliates; (b) in the case of an individual, as a gift to such persons immediate family or to a trust, the beneficiary of which is a member of such persons immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the Completion Window or in connection with the consummation of a Business Combination at prices no greater than the price at which the shares or warrants were originally purchased; (f) pro rata distributions from the Sponsor to its respective members, partners or shareholders pursuant to the Sponsors limited liability company agreement or other charter documents; (g) by virtue of the laws of the State of Delaware or the Sponsors limited liability company agreement upon dissolution of the Sponsor; (h) in the event of liquidation prior to consummation of initial Business Combination; (i) in the event that, subsequent to consummation of an initial Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property; or (j) to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (a) through (g); provided, however, that in the case of clauses (a) through (g) and clause (j) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions and the other restrictions contained in the letter agreements. **NOTE 5. RELATED PARTY TRANSACTIONS** **Founder Shares** On August 6, 2025, the Sponsor purchased 4,791,667 Class B ordinary shares (the Founder Shares) for an aggregate purchase price of $25,000, or approximately $0.005 per share. The Sponsor has not forfeited any of the 625,000 Founder Shares subject to forfeiture as the over-allotment option was exercised in full by the underwriters. The Sponsor collectively owns, on an as-converted basis, 25% of the Companys issued and outstanding Public Shares and Founder Shares after the Initial Public Offering. F-13 [Table of Contents](#TableOfContents) **LEAPFROG ACQUISITION CORPORATION** **NOTES TO FINANCIAL STATEMENTS** **DECEMBER 31, 2025** The Founder Shares are identical to the ordinary shares included in the Units being sold in the Initial Public Offering, except that: | | the Founder Shares are subject to certain transfer restrictions; and | | | | the Founder Shares are entitled to registration rights. | | The Sponsor, officers and directors have entered into a letter agreement, pursuant to which they have agreed to (i) waive their redemption rights with respect to their Founder Shares, Private Placement Shares and Public Shares in connection with the completion of an initial Business Combination; (ii) waive their redemption rights with respect to their Founder Shares, Private Placement Shares and Public Shares in connection with a shareholder vote to approve an amendment to a post-offering amended and restated memorandum and articles of association (a) to modify the substance or timing of the obligation to allow redemption in connection with an initial Business Combination or to redeem 100% of the 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; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares and Private Placement Shares if the Company fails to complete an initial Business Combination within the Completion Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete an initial Business Combination within the prescribed time frame; and (iv) vote any Founder Shares and Private Placement Shares held by them and any Public Shares purchased during or after the Initial Public Offering (including in open market and privately negotiated transactions, aside from shares they may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act, which would not be voted in favor of approving the Business Combination transaction) in favor of an initial Business Combination. The Founder Shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares, or any other equity-linked securities, are issued or deemed issued in excess of the amounts sold in this offering and related to or in connection with the closing of the initial Business Combination, the ratio at which Class B ordinary shares convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 25% of the sum of (i) the total number of all Class A ordinary shares outstanding upon the completion of this offering (including any Class A ordinary shares issued pursuant to the underwriters over-allotment option and excluding the Class A ordinary shares that are included within the private units), plus (ii) all Class A ordinary shares and equity linked securities issued or deemed issued, in connection with the closing of the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any private units issued to the Sponsor or any of its affiliates or to our officers or directors upon conversion of working capital loans) minus (iii) any redemptions of Class A ordinary shares by Public Shareholders in connection with an initial Business Combination and any Class A ordinary shares redeemed by Public Shareholders in connection with any amendment to the amended and restated memorandum and articles of association made prior to the consummation of the initial Business Combination (A) to modify the substance or timing of the Companys obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete an initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to the rights of holders of Class A ordinary shares or pre-business combination activity; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis. With certain limited exceptions, the Founder Shares are not transferable, assignable or saleable (except to officers and directors and other persons or entities affiliated with the Sponsor, each of whom will be subject to the same transfer restrictions) until the earlier of (A) six months after the completion of the initial Business Combination or earlier if, subsequent to the initial Business Combination, the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 30 days after the initial Business Combination, and (B) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property*.* ** F-14 [Table of Contents](#TableOfContents) ** **LEAPFROG ACQUISITION CORPORATION** **NOTES TO FINANCIAL STATEMENTS** **DECEMBER 31, 2025** **Administrative Services Agreement** Commencing on December 8, 2025, the Company agreed to pay an affiliate of the Sponsor a monthly fee of $10,000for office space, utilities, secretarial support and administrative support. This arrangement will terminate upon the earlier of the completion of a Business Combination or the distribution of the Trust Account to the public shareholders. As of December 31, 2025, the Company incurred $7,500in fees for these services, of which such amount is included in due to Sponsor in the accompanying balance sheet. In addition, the Sponsor, officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Companys behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The Companys audit committee will review on a quarterly basis all payments that were made to the Sponsor, officers or directors of the Company or their affiliates. Any such payments prior to an initial Business Combination will be made from working capital or funds held outside the Trust Account. **Promissory Note Related Party** On August 21, 2025, the Company issued a promissory note to the Sponsor, pursuant to which the Sponsor agreed to loan the Company up to an aggregate of $300,000to be used for the payment of costs related to the Initial Public Offering (the Promissory Note). The Promissory Note is non-interest bearing, unsecured and due on the earlier of March 31, 2026 or the completion of the Initial Public Offering. During the period from June 20, 2025 (inception) through December 8, 2025, the Company borrowed $75,124 under the Promissory Note, including $1,000 transferred from due to related party. On December 8, 2025, upon the closing of the Initial Public Offering, the Company repaid the then outstanding balance, $75,124, and the Promissory Note is no longer available to be drawn upon. As of December 31, 2025, the Company had $0outstanding under the Promissory Note. **Due to Related Party** The Sponsor pays certain formation, operating or deferred offering costs on behalf of the Company. These amounts are due on demand and non-interest bearing. During the period from June 20, 2025 (inception) through December 8, 2025, the Sponsor paid $26,000 on behalf of the Company, of which $25,000 was paid in exchange for the issuance of the Founder Shares and $1,000 was transferred to the Promissory Note, resulting in no balances due to related party as of December 31, 2025. **Working Capital Loans** In order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Companys officers and directors may, but are not obligated to, loan the Company funds as may be required on a non-interest basis. If the Company completes an initial Business Combination, it would repay such loaned amounts. In the event that the initial Business Combination does not close, the Company may use amounts held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used for such repayment. Up to $1,200,000 of such loans may be convertible into private units of the post-Business Combination entity at a price of $10.00 per unit at the option of the applicable lender. Such units would be identical to the private units. 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. As of December 31, 2025, no Working Capital Loans were outstanding. F-15 [Table of Contents](#TableOfContents) **LEAPFROG ACQUISITION CORPORATION** **NOTES TO FINANCIAL STATEMENTS** **DECEMBER 31, 2025** **NOTE 6. COMMITMENTS AND CONTINGENCIES** **Registration Rights** **** The holders of the (i) Founder Shares, which were issued in a private placement prior to the closing of the Initial Public Offering, (ii) Private Placement Units (including the component securities as well as any securities underlying those component securities), which were issued in a Private Placement simultaneously with the closing of the Initial Public Offering and (iii) private placement-equivalent units (including the component securities as well as any securities underlying those component securities) that may be issued upon conversion of Working Capital Loans will have registration rights to require the Company to register a sale of any of the Companys securities held by them and any other securities of the Company acquired by them prior to the consummation of the initial Business Combination pursuant to a registration rights agreement to be signed prior to or on the effective date of the Initial Public Offering. Pursuant to the registration rights agreement and assuming $1,200,000 of Working Capital Loans are converted into private units, the Company will be obligated to register up to 5,680,417 Class A ordinary shares. The number of Class A ordinary shares includes (i) 4,791,667 Class A ordinary shares to be issued upon conversion of Founder Shares, (ii) 472,500 Class A ordinary shares underlying the Private Placement Units, (iii) 236,250 Class A ordinary shares underlying the Private Warrants, (iv) 120,000 Class A ordinary shares underlying the units issued upon conversion of Working Capital Loans, and (v) 60,000 Class A ordinary shares underlying the warrants included in the units issued upon conversion of Working Capital Loans. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain piggyback registration rights with respect to registration statements filed subsequent to the completion of an initial Business Combination. Notwithstanding anything to the contrary, the underwriters 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 the prospectus forms a part. In addition, the underwriters may participate in a piggyback registration only during the seven-year period beginning on the effective date of the registration statement of which the prospectus forms a part. The Company will bear the expenses incurred in connection with the filing of any such registration statements. **Underwriting Agreement** On December 8, 2025, the underwriters exercised their over-allotment option in full to purchase 1,875,000 additional Units at the Initial Public Offering price, less the underwriting discounts and commissions. The underwriters were entitled to a cash underwriting discount of $0.20 per Unit, or $2,875,000 in the aggregate, paid upon the closing of the Initial Public Offering. In addition, the underwriters are entitled to a deferred fee of $0.35 per Unit, or $5,031,250 in the aggregate, payable to the underwriters from the amounts held in the Trust Account only upon the consummation of an initial Business Combination, subject to the terms of the underwriting agreement. **Risks and Uncertainties** The U.S. and global markets are facing volatility due to the Russia-Ukraine war and the Israel-Hamas and U.S.-Iran conflicts. These events may disrupt supply chains, increase cyber threats, and cause commodity price swings. Sanctions and geopolitical tensions could destabilize financial markets. U.S. tariffs and trade uncertainties may raise business costs and reduce margins. The overall impact on operations, liquidity, and potential Business Combinations remains uncertain. Any of the above mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the Israel-Hamas and U.S.-Iran conflicts and subsequent sanctions or related actions, could adversely affect the Companys search for an initial Business Combination and any target business with which the Company may ultimately consummate an initial Business Combination. F-16 [Table of Contents](#TableOfContents) **LEAPFROG ACQUISITION CORPORATION** **NOTES TO FINANCIAL STATEMENTS** **DECEMBER 31, 2025** **NOTE 7. SHAREHOLDERS DEFICIT** *Preference Shares *The Company is authorized to issue 1,000,000 preference shares, $0.0001 par value, with such designations, voting and other rights and preferences as may be determined from time to time by the Companys board of directors. As of December 31, 2025, there were no preference shares issued or outstanding. ** *Class A Ordinary Shares *The Company is authorized to issue 200,000,000 Class A ordinary shares with $0.0001 par value. As of December 31, 2025, there were 472,500 Class A ordinary shares issued and outstanding, excluding 14,375,000 Class A ordinary shares subject to possible redemption. ** *Class B Ordinary Shares *The Company is authorized to issue 20,000,000 Class B ordinary shares with $0.0001 par value. On August 6, 2025, an aggregate of 4,791,667 Founder Shares were issued to the Sponsor for an aggregate purchase price of $25,000, or approximately $0.005 per share. As of December 31, 2025, there were 4,791,667 Class B ordinary shares issued and outstanding. Prior to the consummation of the initial Business Combination, only holders of Class B ordinary shares will (i) have the right to vote on the appointment and removal of directors and (ii) be entitled to vote on continuing the Company in a jurisdiction outside the Cayman Islands. Holders of the Class A ordinary shares will not be entitled to vote on these matters during such time. These provisions of the Companys amended and restated memorandum and articles of association may only be amended if approved by a special resolution passed by the affirmative vote of the holders representing at least 90% of the issued Class B ordinary shares. With respect to any other matter submitted to a vote of its shareholders, including any vote in connection with the initial Business Combination, except as required by law, holders of the Founder Shares and holders of the Class A ordinary shares will vote together as a single class, with each share entitling the holder to one vote. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment pursuant to the Companys amended and restated memorandum and articles of association (see Note 5 for related disclosure). ** *Warrants *On December 8, 2025, 7,187,500 Public Warrants and 236,250 Private Placement Warrants were issued as part of the Initial Public Offering and Private Placement, respectively. The gross proceeds of the Initial Public Offering were allocated to the Public Warrants based on fair value, with $2,824,688 recorded in shareholders deficit related to the Public Warrants on December 8, 2025. The warrants are not remeasured to fair value on a recurring basis. For Public Warrants, 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, at any time commencing on the date that is 30 days after the completion of the initial Business Combination, provided that the Company 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 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 warrant holders purchase at least two units, holders will not be able to receive or trade a whole warrant. The warrants will expire five years after the completion of the initial Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to satisfying obligations described below with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. F-17 [Table of Contents](#TableOfContents) **LEAPFROG ACQUISITION CORPORATION** **NOTES TO FINANCIAL STATEMENTS** **DECEMBER 31, 2025** The Company has agreed that, as soon as practicable after the closing of the initial Business Combination, it will use its commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement of which the prospectus forms a part or a new registration statement covering the registration under the Securities Act of the Class A ordinary shares issuable upon exercise of the warrants and thereafter will use its commercially reasonable efforts to cause the same to become effective within 60 business days following the initial Business Combination and to maintain a current prospectus relating to the Class A ordinary shares issuable upon exercise of the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the sixtieth (60) business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a covered security under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement. Once the warrants become exercisable, the Company may redeem the outstanding warrants: | | | in whole and not in part; | | | | | at a price of $0.01 per warrant; upon a minimum of 30 days prior written notice of redemption (the 30-day redemption period); and | | | | | if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing at least 30 days after completion of initial Business Combination and ending three business days before the Company sends the notice of redemption to the warrant holders. | | The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the measurement period. If and when the warrants become redeemable by the Company, it may not exercise its redemption right if the issuance of Class A ordinary shares upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification. The Company will use its commercially reasonable efforts to register or qualify such ordinary shares under the blue sky laws of the state of residence in those states in which the warrants were offered by the Company in this offering. The Company has established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and the Company issues a notice of redemption of the warrants, each warrant holder will be entitled to exercise his, her or its warrant prior to the scheduled redemption date. However, the price of the Class A ordinary shares may fall below the $18.00 redemption trigger price (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) as well as the $11.50 warrant exercise price after the redemption notice is issued. The Private Placement Warrants are identical to the Public Warrants underlying the Units being sold in the Initial Public Offering. The Company assessed the Public Warrants and the Private Placement Warrants to determine whether they should be classified as equity or liability instruments. This assessment was based on an evaluation of the specific terms of each instrument and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (ASC 480), and ASC 815, Derivatives and Hedging (ASC 815). The assessment considers whether the instrument is freestanding financial instruments pursuant to ASC 480 meets the definition of a liability pursuant to ASC 480, and whether the instrument meets all of the requirements for equity classification under ASC 815, including whether the instrument is indexed to the Companys own common stock, among other conditions for equity classification. Pursuant to such evaluation, both the Public Warrants and the Private Placement Warrants have been classified in shareholders deficit. F-18 [Table of Contents](#TableOfContents) **** **LEAPFROG ACQUISITION CORPORATION** **NOTES TO FINANCIAL STATEMENTS** **DECEMBER 31, 2025** **NOTE 8. FAIR VALUE MEASUREMENTS** The fair value of the Public Warrants issued in the Initial Public Offering was $2,824,688, or $0.39 per Public Warrant. The fair value of the Public Warrants was determined using a call option pricing analysis under the Black-Scholes model (Level 3). The Public Warrants issued in the Initial Public Offering have been classified within shareholders deficit and will not require remeasurement after issuance. The following table presents the quantitative information regarding market assumptions used in the valuation of the Public Warrants issued in the Initial Public Offering as of December 8, 2025: | Traded price of Unit | | $ | 10.00 | | | | Expected term to initial Business Combination (years) | | | 1.5 | | | | Probability of initial Business Combination | | | 30 | % | | | Risk-free rate | | | 3.86 | % | | F-19 [Table of Contents](#TableOfContents) **** **LEAPFROG ACQUISITION CORPORATION** **NOTES TO FINANCIAL STATEMENTS** **DECEMBER 31, 2025** **NOTE 9. SEGMENT INFORMATION** ASC Topic 280, Segment Reporting, establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Companys CODM, or group, in deciding how to allocate resources and assess performance. The Companys CODM has been identified as the Chief Executive Officer, who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that there is onlyonereportable segment. The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the statement of operations as net income or loss. The measure of segment assets is reported on the balance sheet as total assets. When evaluating the Companys performance and making key decisions regarding resource allocation, the CODM reviews several key metrics which include net income or loss comprised of interest and dividends earned on cash and investments held in Trust Account and general and administrative expenses: | | | December31, 2025 | | | | | | | | | | | Total assets | | $ | 145,667,472 | | | | | | For the Period from June 20, 2025 (Inception) Through December31, 2025 | | | | | | | | | | Interest earned on cash held in Trust Account | | $ | 337,613 | | | | General and administrative expenses | | $ | 132,317 | | | The key measure of segment profit or loss reviewed by the CODM is net income or loss, which is comprised of interest and dividends earned on cash and investments held in Trust Account and general and administrative expenses. Net income or loss is reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a Business Combination within the Completion Window. The CODM reviews interest and dividends earned on cash and investments held in Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the trust agreement. The CODM reviews general and administrative expenses to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and the budget. **NOTE 10. SUBSEQUENT EVENTS** The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. F-20