Solarius Capital Acquisition Corp. (SOCA) — 10-K

Filed 2026-03-20 · Period ending 2025-12-31 · 83,866 words · SEC EDGAR

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# Solarius Capital Acquisition Corp. (SOCA) — 10-K

**Filed:** 2026-03-20
**Period ending:** 2025-12-31
**Accession:** 0001185185-26-001003
**Source:** [SEC EDGAR](https://www.sec.gov/Archives/edgar/data/2065948/000118518526001003/)
**Origin leaf:** 42c8f8de693e0207ddb9279a0a32e48f29bfa85154ae905a88abff5d8ebdc43d
**Words:** 83,866



---

**
UNITED
STATES**
**SECURITIES
AND EXCHANGE COMMISSION**
**Washington,
D.C. 20549**
****
****
**FORM
10-K**
****
****
**(Mark
One)**
**ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934**
****
**For
the fiscal year ended December 31, 2025**
****
**TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934**
****
**OR**
****
**For
the transition period from to**
****
**Commission
file number: 001-42747**
****
**SOLARIUS
CAPITAL ACQUISITION CORP.**
**(Exact
name of registrant as specified in its charter)**
| Cayman Islands | | N/A | |
| (State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification Number) | |
| | | | |
| PO Box 2248 Darien, Connecticut | | 06820 | |
| (Address of principal executive offices) | | (Zip Code) | |
****
**Registrants
telephone number, including area code: (203) 617-0223**
****
**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, $0.0001 par value, and one-half of one redeemable warrant | | SOCAU | | The Nasdaq Stock Market LLC | |
| Class A ordinary shares, 0.0001 par value | | SOCA | | The Nasdaq Stock Market LLC | |
| Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share | | SOCAW | | The Nasdaq Stock 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 and post 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 the definition 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 required 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 
The
registrants Units begin trading on The Nasdaq Stock Market LLC on July 16, 2025 and the registrants Class A Ordinary Shares
and Warrants began trading on The Nasdaq Stock Market LLC on September 5, 2025. Accordingly, there was no market value for the registrants
Class A Ordinary Shares as of the last business day of the second fiscal quarter of 2025. The aggregate market value of the outstanding
Class A Ordinary Shares, other than shares held by persons who may be deemed affiliates of the registrant, computed by reference to the
closing price for the Class A Ordinary Shares on December 31, 2025, as reported on The Nasdaq Stock Market LLC, was $177,885,000.00.
As
of March 20, 2026, there were 17,700,000 Class A ordinary shares, par value $0.0001, issued and outstanding, and 5,750,000 Class
B ordinary shares, $0.0001 par value, issued and outstanding.
**TABLE
OF CONTENTS**
| 
Cautionary Note Regarding Forward-Looking Statements | 
| 
ii | |
| 
| 
| 
| |
| 
PART I | 
| 
1 | |
| 
| 
| 
| 
| |
| 
| 
Item 1. | 
Business. | 
| 
1 | |
| 
| 
Item 1A. | 
Risk Factors | 
| 
19 | |
| 
| 
Item 1B. | 
Unresolved Staff Comments | 
| 
60 | |
| 
| 
Item 1C. | 
Cybersecurity | 
| 
60 | |
| 
| 
Item 2. | 
Properties | 
| 
60 | |
| 
| 
Item 3. | 
Legal Proceedings | 
| 
60 | |
| 
| 
Item 4. | 
Safety Disclosures | 
| 
60 | |
| 
| 
| 
| 
| 
| |
| 
PART II | 
| 
61 | |
| 
| 
| 
| 
| 
| |
| 
| 
Item 5. | 
Market for Registrants Shareholders Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities | 
| 
61 | |
| 
| 
Item 6. | 
[Reserved] | 
| 
62 | |
| 
| 
Item 7. | 
Managements Discussion and Analysis of Financial Condition and Results of Operations | 
| 
62 | |
| 
| 
Item 7A. | 
Quantitative and Qualitative Disclosures about Market Risk | 
| 
70 | |
| 
| 
Item 8. | 
Financial Statements and Supplementary Data | 
| 
70 | |
| 
| 
Item 9. | 
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 
| 
70 | |
| 
| 
Item 9A. | 
Controls and Procedures | 
| 
70 | |
| 
| 
Item 9B. | 
Other Information | 
| 
70 | |
| 
| 
Item 9C. | 
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 
| 
70 | |
| 
| 
| 
| 
| 
| |
| 
PART III | 
| 
71 | |
| 
| 
| 
| 
| 
| |
| 
| 
Item 10. | 
Directors, Executive Officers and Corporate Governance. | 
| 
71 | |
| 
| 
Item 11. | 
Executive Compensation. | 
| 
81 | |
| 
| 
Item 12. | 
Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters | 
| 
82 | |
| 
| 
Item 13. | 
Certain Relationships and Related Transactions, and Director Independence | 
| 
83 | |
| 
| 
Item 14. | 
Principal Accounting Fees and Services | 
| 
84 | |
| 
| 
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| 
| 
| |
| 
PART IV | 
| 
85 | |
| 
| 
| 
| 
| 
| |
| 
| 
Item 15. | 
Exhibits, Financial Statement Schedules. | 
| 
85 | |
| 
| 
| 
| 
| 
| |
| 
INDEX TO FINANCIAL STATEMENTS | 
| 
F-1 | |
i
[Table of Contents](#TableOfContents)
****
**Cautionary
Note Regarding Forward-Looking Statements**
Certain
statements in this Annual Report on Form 10-K (this Form 10-K) may constitute forward-looking statements
for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our
or our management teams expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements
that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions,
are forward-looking statements. The words anticipate, believe, continue, could,
estimate, expect, intend, may, might, plan, possible,
potential, predict, project, should, would and similar expressions
may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking
statements in this Form 10-K 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; | 
|
| 
| our
search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially
adversely affected by events that are outside of our control, such as increased geopolitical unrest, pandemic outbreaks (such as COVID-19)
and volatility in the debt and equity markets; | 
|
| 
| the
ability of our officers and directors to generate a number of potential acquisition 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 Form 10-K 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 under the section of this Form 10-K entitled *Risk
Factors*. 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 report to we, us or the Company refer to Solarius Capital Acquisition Corp. References
to our management or our management team refer to our officers and directors.*
****
**Item
1. Business.**
****
**Introduction**
We
are a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset
acquisition, share purchase, reorganization or similar business combination with one or more businesses (the business combination).
We have neither engaged in any operations nor generated any revenue to date. Based on our business activities, the Company is a shell
company as defined under the Exchange Act of 1934 (the Exchange Act) because we have no operations and nominal assets
consisting almost entirely of cash.
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 combine with a business or businesses that can benefit from our management teams background
and experience, including in the asset management, wealth management and financial services sectors. We intend to target businesses with
enterprise values of approximately $500 million to $2 billion. Our management team has an extensive collaborative history with several
years of experience working together, building the foundation for a highly cohesive and productive partnership. We believe that the collective
experience of our management team and advisors, in combination with their deep and broad global networks of relationships, provide a
competitive advantage to source, identify, structure and finance an initial business combination with a compelling target business. Our
amended and restated memorandum and articles of association prohibit us from effectuating a business combination solely with another
blank check company or similar company with nominal operations.
On
July 17, 2025, we consummated our initial public offering (the Initial Public Offering) of 17,250,000 units (the Units),
including the issuance of 2,250,000 Units as a result of the underwriters exercise of their over-allotment option in full (the
Over-Allotment Option, and with respect to the units purchased pursuant to the Over-Allotment Option, the Over-Allotment
Option Units). Each Unit consists of one Class A ordinary share of the Company, par value $0.0001per share (the Class
A ordinary shares or Public Shares), and one-half of one redeemable warrant of the Company (each whole warrant,
a Public Warrant). Each whole Public Warrant will entitle the holder thereof to purchase one ClassA ordinary share
at a price of $11.50 per share, subject to adjustment. Each Public Warrant will become exercisable 30days after the completion
of the initial business combination and will expire fiveyears after the completion of the initial business combination, or earlier
upon redemption or liquidation. The Units were sold at a price of $10.00per Unit, generating gross proceeds of $172,500,000.
Simultaneously
with the consummation of the Initial Public Offering, we completed the private sale (the private placement) of an aggregate
of 450,000 units (the Private Placement Units) to Solarius Capital Sponsor, LLC (the Sponsor) at a purchase
price of $10.00 per Private Placement Unit, generating gross proceeds of $4,500,000. Each Private Placement Unit consists of one ClassA
ordinary share (each, a Private Placement Share) and one-half of one redeemable warrant (each, a Private Placement
Warrant, and together with the Public Warrants, the Warrants). Each whole Private Placement Warrant entitles the
holder to purchase one ClassA ordinary share at a price of $11.50per share.
Prior
to the consummation of the Initial Public Offering, on April 4, 2025, the Sponsor paid an aggregate of $25,000 to cover certain offering
and formation costs of the Company in consideration for 5,750,000 Class B ordinary shares, $0.0001 par value per share (the Founder
Shares or Class B ordinary shares, and together with the Class A ordinary shares, the Ordinary Shares).
1
[Table of Contents](#TableOfContents)
Following
the closing of the Initial Public Offering, on July 17, 2025, an amount of $173,362,500($10.05per Unit) from the net proceeds
of the sale of the Units and the Private Placement Units was placed in a trust account (the Trust Account) with Continental
Stock Transfer & Trust Company acting as trustee (the Trustee). The funds held in the Trust Account are only invested
in U.S.government treasury obligations with a maturity of 185days or less or in money market funds meeting certain conditions
under Rule2a-7under the Investment Company Act of 1940, as amended (the Investment Company Act), which invest
only in direct U.S.government treasury obligations; the holding of these assets in this form is intended to be temporary and for
the sole purpose of facilitating the intended business combination and may at any time be held as cash or cash items, including in demand
deposit accounts at a bank. We will disclose in each quarterly and annual report filed with the U.S. Securities and Exchange Commission
(SEC) prior to our initial business combination whether the proceeds deposited in the Trust Account are invested in U.S.government
treasury obligations or money market funds or a combination thereof or as cash or cash items, including in demand deposit accounts. To
mitigate the risk of the Company 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, the Company may, at any time, instruct the
Trustee to liquidate the U.S.government treasury obligations or money market funds held in the Trust Account and thereafter to
hold all funds in the Trust Account in cash until the earlier of consummation of the initial business combination or liquidation of the
Company. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its
taxes, if any, the proceeds from the Initial Public Offering and the sale of the Private Placement Warrants will not be released from
the Trust Account until the earliest of (i)the completion of the Companys initial business combination, (ii)the redemption
of the Companys Class A ordinary shares initially issued in the Initial Public Offering (the Public Shares, and
the holders of such Public Shares, the public shareholders) if the Company is unable to complete the initial business combination
within 21 months from the closing of the Initial Public Offering (i.e., by April 17, 2027), or such other time period in which the Company
must complete an initial business combination pursuant to an amendment to the Companys amended and restated memorandum and articles
of association (the Completion Window), subject to applicable law, or (iii)the redemption of the Companys
Public Shares properly submitted in connection with a shareholder vote to amend the Companys amended and restated memorandum and
articles of association to (A)modify the substance or timing of the Companys obligation to allow redemption in connection
with the initial business combination or to redeem100% of the Companys Public Shares if the Company has not consummated
an initial business combination within the Completion Window or (B)with respect to any other material provisions relating to shareholders
rights or pre-initial business combination activity. The proceeds deposited in the Trust Account could become subject to the claims of
the Companys creditors, if any, which could have priority over the claims of the Companys public shareholders.
The
Company is a Cayman Islands exempted company and is presently not subject to income taxes or income tax filing requirements in the Cayman
Islands or the United States.
We
intend to effectuate our initial business combination using cash from the proceeds of the Initial Public Offering, 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, and
including pursuant to forward purchase agreements or backstop agreements we may enter into. We may also issue shares in private placement
transactions (so-called PIPE transactions) in connection with our initial business combination, for instance in order to provide sufficient
liquidity and capital to the post-business combination entity. Generally, the issuance of additional shares in a business combination
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, 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, could cause a change in control if a substantial number of our
Class A ordinary shares are issued, may have the effect of delaying or preventing a change of control by diluting the share ownership
or voting rights of a person seeking to obtain control, and may adversely affect prevailing market prices for our Class A ordinary shares.
The price of the shares we may issue in such a transaction 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. Such potential dilutive issuances of securities are likely
to increase as the pro forma equity value of a prospective combined company increases, and we intend to target a combined company that
has a pro forma equity value of approximately $500 million to $2 billion or greater. We may choose to incur substantial debt to complete
our initial business combination. No issuance of debt will affect the per share amount available for redemption from the Trust Account.
****
2
[Table of Contents](#TableOfContents)
****
**Our
Management Team**
The
members of our management team, including Mohsen Fahmi, our Chairman, Richard H. Haywood, Jr., our Chief Executive Officer, and Anthony
DeLuca, our Chief Financial Officer, have an extensive collaborative history with several years of experience working together, building
the foundation for a highly cohesive and productive partnership.
For
more information about our management team, see Item 10. Directors, Executive Officers and Corporate Governance.
****
**Our
Sponsor**
Our
sponsor, Solarius Capital Sponsor, LLC (Sponsor), is a Cayman Islands limited liability company and was formed to invest
in us. Although our Sponsor is permitted to undertake any activities permitted under the Limited Liability Companies Act (As Revised)
and other applicable law, our Sponsors business is focused on investing in our company and directly or indirectly providing office
space and administrative services to members of our management team.
****
**Initial
Business Combination**
The
rules of The Nasdaq Global Market (Nasdaq) 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) at the time of the agreement to enter into the initial business combination.
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 (including with the assistance of financial
advisors), we will obtain an opinion from an independent investment banking firm which is a member of the Financial Industry Regulatory
Authority, Inc. (FINRA), 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.
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 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 transaction. For example, we could pursue a transaction in which
we issue a substantial number of new shares in exchange for all of the outstanding 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 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 initial business combination involves more than
one target business, the aggregate value of all of the target businesses will be taken into account for purposes of the 80% fair market
value test.
3
[Table of Contents](#TableOfContents)
We
believe the following general criteria and guidelines are important in evaluating prospective target businesses, but we may decide to
enter into a business combination with a target business that does not meet these criteria and guidelines.
| 
| Combined
equity value between $500 million and $2 billion. We will seek to acquire one or more businesses with an aggregate enterprise
value of approximately $500million to $2billion. | 
|
| 
| Operating
in addressable markets such as asset management, wealth management and financial services, which demonstrate attractive growth potential.
We will seek to acquire a target business which operates in large addressable markets, such as in asset management, wealth management
and financial services with attractive long-term growth prospects. | 
|
| 
| Established
companies with the potential for long-term growth and value creation over the cycle. We intend to focus on developed companies,
assessing them according to their potential to deliver long-term growth and value creation, taking into account their managements
ability to identify and respond to shifts in the macroeconomic environment. | 
|
| 
| Presenting
the ability to unlock further growth potential through a combination of additional capital and scalable operations. We will seek
to acquire a target business where additional capital will allow the target to scale its operations to take advantage of opportunities
and accelerate growth. | 
|
| 
| Benefiting
from access to public capital markets and is a natural candidate for a public listing. We will seek to acquire a target business
that would benefit from gaining access to the large and international investor base present in public capital markets. We also intend
to capitalize on the growing interest of quality European businesses seeking access to the U.S. capital markets. | 
|
****
| 
| Can
be acquired at an appropriate valuation, taking into account relevant business risks. We will seek to acquire a target business
at an appropriate valuation while taking into account specific business risks, using the know-how and drawing from the deal-making experience
of our management team and advisors. | 
|
We
have also identified six levers to augment a targets development post-business combination:
| 
| leverage
previous experience of our management team and advisors to assist in setting a strategic vision and priorities; | 
|
| 
| help
to identify and attract senior leaders and board members; | 
|
| 
| assist
in crafting a compelling equity story and develop a target investor relations program; | 
|
| 
| leverage
key strategic relationships and global distribution channels for business development; | 
|
| 
| identify,
originate and advise on acquisitions as well as financing transactions and subsequent integration; and | 
|
| 
| deliver
market intelligence and industry knowledge. | 
|
These
criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be
based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management
may deem relevant. In the event that we decide to enter into a business combination with a target business that does not meet the above
criteria and guidelines, 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 Form 10-K, would be in the form of proxy solicitation or tender
offer materials, as applicable, that we would file with the SEC. 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, inspections of facilities, as well as reviewing financial and other information which will be made available
to us.
****
4
[Table of Contents](#TableOfContents)
****
**Sourcing
of Potential Initial Business Combination Targets**
We
believe our management teams significant operating and transaction experience and relationships will provide us with a substantial
number of potential initial business combination targets.
We
intend to capitalize on the extensive experience and knowledge of our management team and advisors through the broad spectrum of sectors
in which we intend to source business combination targets. Over the course of their careers, the members of our management team have
demonstrated success and have been instrumental in advising, investing in and managing businesses in a diverse set of structures, including
listed, private, specialized, diversified, and GP stake investing. This coverage expands from traditional investment and asset management
to alternative asset management such as hedge funds, private equity, private debt, venture capital, and real estate, infrastructure,
as well as traditional and integrated wealth management, wealth advisory, and private banking, investment banking services, solution
providers and support services serving the wealth and asset management sector.
We
also intend to leverage the broad network of relationships of our management team and advisors, each individual having 15 to 40 years
of day-to-day involvement with family offices, founders, executives, board members and institutional investors alongside a network of
professionals and advisors across a wide range of industries across various geographies. Furthermore, the members of our management team
and advisors have relationships with, and are personal investors in, companies in the global financial services ecosystem. They may also
bring, in addition to their extensive sector and regional expertise, access to proprietary deal flow and strong relationships with industry
leaders and entrepreneurs in the financial industry, including in the asset management, wealth management, and financial services sectors.
We
are not prohibited from pursuing an initial business combination with a company that is affiliated with our Sponsor, executive officers
or directors, or completing the business combination through a joint venture or other form of shared ownership with our Sponsor, executive
officers or directors. In the event we seek to complete an initial business combination with a target that is affiliated (as defined
in our amended and restated memorandum and articles of association) with our Sponsor, executive officers or directors, we, or a committee
of independent directors, would obtain an opinion from an independent investment banking firm that is a member of FINRA 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.
Members
of our management team directly or indirectly own Founder Shares and/or Private Placement 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 and in negotiating or accepting the terms of the transaction because of their financial interest in completing an initial
business combination within the Completion Window. 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 the Completion Window, the Founder Shares may expire 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 were to be included by a target business as a
condition to any agreement with respect to our initial business combination.
5
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Each
of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations
to another entity pursuant to which such officer or director is or will be required to present a business combination opportunity to
such entity. 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 applicable law:
(i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to
refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce
any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be
a corporate opportunity for any director or officer, on the one hand, and us, on the other. We do not believe, however, that the fiduciary
duties or contractual obligations of our officers or directors will 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. Any such
companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination. However,
because the other entities to which our officers and directors currently owe fiduciary duties or contractual obligations are not themselves
in the business of engaging in business combinations, and 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 materially
affect our ability to complete 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 or other equity interests in the target business for our Class A ordinary shares (or shares of a new holding company) or for
a combination of our Class A 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 Jumpstart Our Business Startups Act of 2012 (the JOBS Act).
We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary
of the completion of the Initial Public Offering, (b) in which we have total annual gross revenue of at least $1,235,000,000, or (c)
in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by
non-affiliates exceeds $700,000,000 as of the prior June 30, and (2) the date on which we have issued more than $1,000,000,000 in non-convertible
debt securities during the prior three-year period.
6
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Additionally,
we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take
advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.
We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our Ordinary Shares
held by non-affiliates is equal to or exceeds $250,000,000 as of the prior June 30, or (2) our annual revenues equaled or exceeded $100,000,000
during such completed fiscal year and the market value of our Ordinary Shares held by non-affiliates is equal to or exceeds $700,000,000
as of the prior June 30.
****
**Financial
Position**
With
funds available for a business combination initially in the amount of $166,012,500 (assuming no redemptions) after payment of $7,350,000
of deferred underwriting fees, we offer a target business a variety of options such as creating a liquidity event for its owners, providing
capital for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt ratio. Because
we are able to complete our initial business combination using our cash, debt or equity securities, or a combination of the foregoing,
we have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to the target
business to fit its needs and desires. However, we have not taken any steps to secure third party financing and there can be no assurance
it will be available to us.
****
**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. 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 Placement
Units, the proceeds of the sale of our shares in connection with our initial business combination (pursuant to forward purchase agreements
or backstop agreements we may enter into), 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 Class A
ordinary shares, we may apply the balance of the cash released to us from the Trust Account 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.
Although
our management will assess the risks inherent in a particular target business with which we may combine, we cannot assure you that this
assessment will result in our identifying all risks that a target business may encounter. Furthermore, some of those risks may be outside
of our control, meaning that we can do nothing to control or reduce the chances that those risks will adversely affect a target business.
We
may need to obtain additional financing to complete our initial business combination, either because the transaction requires more cash
than is available from the proceeds held in our Trust Account or because we become obligated to redeem a significant number of our Public
Shares in connection with the completion of the business combination, in which case we may issue additional securities or incur debt
in connection with such business combination. 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 Placement 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. We may
also obtain financing prior to the closing of our initial business combination to fund our working capital needs and transaction costs
in connection with our search for and completion of our initial business combination. 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. Subject
to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our initial
business combination. 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. In addition, following our initial business combination, if cash on hand is
insufficient, we may need to obtain additional financing in order to meet our obligations.
**
7
[Table of Contents](#TableOfContents)
**
*Sources
of Target Businesses*
We
anticipate that target business candidates will be brought to our attention from various unaffiliated sources, including investment bankers,
private investment funds and other members of the financial community. 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 the Initial Public Offering registration
statement 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. 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. Payment of a finders fee is customarily tied to
completion of a transaction, in which case any such fee will be paid out of the funds held in the Trust Account. In addition, we pay
our Sponsor for office and administrative services provided to members of our management team in an amount equal to $30,000 per month.
Any such payments prior to our initial business combination will be made from funds held outside the Trust Account. In addition, we have
agreed, pursuant to the administrative services and indemnification agreement with our Sponsor, Cambridge International Partners LLC
(Cambridge) and Alumia S..R.L. (Alumia) relating to the monthly payment for office space and administrative
services described above, that we will indemnify our Sponsor, Cambridge and Alumia from any claims (i) arising out of or relating to
the Initial Public Offering or the Companys operations or conduct of the Companys business, (ii) in respect of any investment
opportunities sourced by the Sponsor, Cambridge, Alumia and their affiliates, and/or (iii) any claim against our Sponsor, Cambridge or
Alumia alleging any expressed or implied management or endorsement by our Sponsor, Cambridge or Alumia of any of the Companys
activities or any express or implied association between our Sponsor, Cambridge or Alumia and the Company or any of its affiliates, which
agreement provides that the indemnified parties cannot access the funds held in our Trust Account.
We
are not prohibited from pursuing an initial business combination with a business combination target that is affiliated with our Sponsor,
officers or directors, or from completing the business combination through a joint venture or other form of shared ownership with our
Sponsor, officers or directors. In the event we seek to complete our initial business combination with a business combination target
that is affiliated (as defined in our amended and restated memorandum and articles of association) with our Sponsor, executive officers
or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm which
is a member of FINRA or another independent entity that commonly renders valuation opinions, 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.
8
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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. In addition,
we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our Sponsor.
**
*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 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.
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
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.
**
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**
*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, advisors and their affiliates
may purchase Public Shares or Public Warrants in privately negotiated transactions or in the open market either prior to or following
the completion of our initial business combination. Any such price per share may be different than the amount per share a public shareholder
would receive if it elected to redeem its shares in connection with our initial business combination. 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 Public 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 Rule 10b-18 would apply to purchases by our Sponsor, initial shareholders, directors, officers, advisors and their affiliates,
then such purchases will comply with Rule 10b-18 under the Exchange Act, 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, advisors 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 or Public Warrants in such transactions.
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The
purpose of any such purchases of shares could be to increase the likelihood of obtaining shareholder approval of the business combination
or to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash
at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. The purpose of
any such purchases of Public Warrants could be to reduce the number of Public Warrants outstanding or to vote such Warrants on any matters
submitted to the warrant holders for approval in connection with our initial business combination. 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 Class A ordinary shares or Warrants 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. In addition, if such purchases are made, the public float
of our Class A ordinary shares or Public Warrants 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, advisors and their affiliates anticipate that they may identify the shareholders
with whom our Sponsor, initial shareholders, directors, officers, advisors 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
Class A 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, advisors 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, advisors 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 Regulation M under the Exchange Act and
the other federal securities laws.
Our
Sponsor, initial shareholders, directors, officers, advisors and their affiliates will be restricted from making purchases of shares
if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act. Any such purchases will be reported pursuant to Section
13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. Additionally, in the
event our Sponsor, initial shareholders, directors, officers, advisors and their affiliates were to purchase Public Shares from public
shareholders, such purchases would be structured in compliance with the requirements of Rule 14e-5 under the Exchange Act 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, advisors and their affiliates may purchase Public Shares from public shareholders outside
the redemption process, along with the purpose of such purchases; | 
|
| 
| if
our Sponsor, initial shareholders, directors, officers, advisors and their affiliates were to purchase Public Shares 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, advisors and their affiliates would not be voted in favor
of approving the business combination transaction; | 
|
| 
| our
Sponsor, initial shareholders, directors, officers, advisors 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 | 
|
11
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| 
| 
| 
we would disclose in a Current Report on Form8-K, before our security holder meeting to approve the business combination transaction, the following material items: | |
| 
| 
o | 
the amount of our securities purchased outside of the redemption offer by our Sponsor, initial shareholders, directors, officers, advisors and their affiliates, along with the purchase price; | |
| 
| 
o | 
the purpose of the purchases by our Sponsor, initial shareholders, directors, officers, advisors and their affiliates; | |
| 
| 
o | 
the impact, if any, of the purchases by our Sponsor, initial shareholders, directors, officers, advisors and their affiliates on the likelihood that the business combination transaction will be approved; | |
| 
| 
o | 
the identities of our security holders who sold to our Sponsor, initial shareholders, directors, officers, advisors 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, advisors and their affiliates; and | |
| 
| 
o | 
the number of our securities for which we have received redemption requests pursuant to our redemption offer. | |
****
**Redemption Rights for Public Shareholders
in Connection with the Completion of Our Initial Business Combination**
We will provide our public shareholders with the
opportunity to redeem all or a portion of their Class A ordinary shares in connection with the completion of our initial business combination
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business
days prior to the consummation of the initial business combination, including interest earned on the funds held in the Trust Account (net
of taxes paid or payable (other than excise or similar taxes)), divided by the number of then issued and outstanding public shares, subject
to the limitations and on the conditions described in the registration statement relating to the Initial Public Offering. The amount in
the Trust Account is initially anticipated to be $10.05 per Public Share. The per share amount we will distribute to investors who properly
redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. There are no redemption
rights with respect to the Warrants. Our Sponsor, officers and directors have entered into a letter agreement with us, pursuant to which
they have agreed to waive their redemption rights with respect to their Founder Shares, Private Placement Shares and any Public Shares
they may acquire in connection with the completion of our initial business combination.
**Limitations on Redemptions**
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-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 in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements.
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**Manner of Conducting Redemptions**
We will provide our public shareholders with the
opportunity to redeem all or a portion of their Class A ordinary shares in connection with 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). Asset acquisitions and share purchases would not typically require shareholder approval while direct mergers with our
company where we do not survive 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 will be 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 Exchange Act
or our listing on Nasdaq. Such provisions may be amended if approved by a special resolution passed 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, so long
as we offer redemption in connection with such amendment.
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 Regulation 14A of the Exchange Act, 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 in connection with the 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, which requires the affirmative vote
of a majority of our Ordinary Shares which are represented in person or by proxy and are voted at a general meeting of the Company. A
quorum for such meeting will be present if the holders of 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 Placement Shares and any Public Shares purchased
(including in open market and privately-negotiated transactions) in favor of our initial business combination (except with respect to
any such Public Shares which may not be voted in favor of approving the business combination transaction in accordance with the requirements
of Rule 14e-5 under the Exchange Act and any SEC interpretations or guidance relating thereto). 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 initial shareholders Founder Shares and Private Placement Shares, we would need 5,525,001, or 32.03%,
of the 17,250,000 Public Shares included in the Units 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 public shares). Assuming that only one-third of our issued and outstanding Ordinary Shares, representing
a quorum under our amended and restated memorandum and articles of association, are voted, we will not need any Public Shares in addition
to our Founder Shares and Private Placement Shares to be voted in favor of an initial business combination in order to have an initial
business combination approved. However, if our initial business combination is structured as a statutory merger or consolidation with
another company under Cayman Islands law, the approval of our initial business combination will require a special resolution passed 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. 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.
If we seek shareholder approval for an extension, holders of our Public Shares will be offered an opportunity to redeem their shares upon
approval of such extension, regardless of whether they abstain, vote in favor of or vote against such extension.
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If a shareholder vote is not required and we do
not decide to hold a shareholder vote for business or other legal reasons, we 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 cost. If the proposed initial
business combination is not approved and we continue to search for a target company, we will promptly return any certificates or shares
delivered by public shareholders who elected to redeem their shares.
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, in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements.
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**Limitation on Redemption In Connection with
the 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 provide that a public shareholder, together with any affiliate
of such shareholder or any other person with whom such shareholder is acting in concert or as a group (as defined under
Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to Excess Shares (as defined below) 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 management 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 included in the Units 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 management
at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders ability to redeem no
more than 15% of the shares included in the Units sold in the Initial Public Offering, 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 minimum net worth or 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 (and share certificates
(if any) and other redemption forms) 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. Accordingly, a public shareholder would have up to two business 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 $80.00 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 deliver or tender their shares (and share certificates (if any) and other redemption forms). The need to deliver or tender 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.
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 expiration of the Completion
Window.
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**Redemption of Public Shares and Liquidation
if No Initial Business Combination**
Our amended and restated memorandum and articles
of association provides that we will have only the duration of the Completion Window to complete our initial business combination. If
we are unable to complete our initial business combination within such period, we will as promptly as reasonably possible but not more
than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then
on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (net of taxes paid or payable (other
than excise or similar taxes) and up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding
public shares, which redemption will constitute full and complete payment for the Public Shares and completely extinguish public shareholders
rights as shareholders (including the right to receive further liquidation or other distributions, if any), subject to our obligations
under Cayman Islands law to provide for claims of creditors and subject to the other requirements of applicable law.
Our 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 Placement Shares held by them if we fail to complete our initial business combination within
the Completion Window, although they will be entitled to liquidating distributions from assets outside the Trust Account. However, if
our Sponsor or management team acquire public shares, 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 Completion Window.
Our Sponsor, officers and directors 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, 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 (net of taxes paid or payable (other than excise or similar taxes), divided by the number of then issued and outstanding
public shares.
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 proceeds
held outside the Trust Account and the amounts eligible to be released to us from interest earned on the funds held in the Trust Account
to fund our taxes payable (other than excise or similar taxes) (permitted withdrawals), although we cannot assure you that
there will be sufficient funds for such purpose. However, if those funds are not sufficient to cover the costs and expenses associated
with implementing our plan of dissolution, to the extent that there is any interest accrued in the Trust Account not required to pay income
taxes on interest income earned on the Trust Account balance, we may request the trustee to release to us an additional amount of up to
$100,000 of such accrued interest to pay those costs and expenses.
If we were to expend all of the net proceeds of
the Initial Public Offering and the sale of the Private Placement 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 $10.05. The proceeds deposited in the Trust Account could, however, become subject to the claims of our creditors
which would have higher priority than the claims of our public shareholders. We cannot assure you that the actual per-share redemption
amount received by shareholders will not be substantially less than $10.05. While we intend to pay such amounts, if any, we cannot assure
you that we will have funds sufficient to pay or provide for all creditors claims.
Although we will seek to have all vendors, service
providers, prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title,
interest or claim of any kind in or to any monies held in the Trust Account for the benefit of our public shareholders, there is no guarantee
that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against
the Trust Account including but not limited to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well
as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our
assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement waiving such claims to the monies
held in the Trust Account, our management will consider whether competitive alternatives are reasonably available to us and will only
enter into an agreement with such third party if management believes that such third 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, PC, 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, or a prospective target business with which we have entered into a written letter of intent, confidentiality
or other similar agreement or business combination agreement (except for the Companys independent auditors), 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 paid or payable (other than excise or similar taxes) and up to $100,000 of interest to pay dissolution expenses,
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 of 1933, as amended (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.
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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 paid or payable (other than excise or similar taxes), 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 $10.05 per share.
We will seek to reduce the possibility that our
Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective
target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of
any kind in or to monies held in the Trust Account. Our Sponsor will also not be liable as to any claims under our indemnity of the underwriters
of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. We have access to up to approximately
$1,387,500 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.
If we file a bankruptcy or winding-up petition
or an involuntary bankruptcy or winding-up 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 winding-up
petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, any distributions received by
shareholders could be viewed under applicable debtor/creditor and/or bankruptcy or insolvency laws as either a preferential transfer
or a fraudulent conveyance. As a result, a bankruptcy or insolvency court could seek to recover some or all amounts received
by our shareholders. Furthermore, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or may
have acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, by paying public shareholders from
the Trust Account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these
reasons.
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 in connection with the completion of our initial 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.
**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 similar or greater financial, technical,
human and other resources 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 our public shareholders who exercise their redemption rights may reduce the resources available to us for our
initial business combination and our Warrants, and the future dilution they potentially represent, may not be viewed favorably by certain
target businesses. Either of these factors may place us at a competitive disadvantage in successfully negotiating an initial business
combination.
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**Facilities**
Our executive offices are located at PO Box 2248,
Darien, Connecticut 06820. We pay our Sponsor for office and administrative services provided to members of our management team in an
amount equal to $30,000 per month. Upon completion of our initial business combination or our liquidation, we will cease paying these
monthly fees. We consider our current office space adequate for our current operations.
**Employees and Human Capital Resources**
We currently have three executive officers: Richard
H. Haywood, Jr., our Chief Executive Officer, Anthony DeLuca, our Chief Financial Officer, and Mohsen Fahmi, our Chairman. These individuals
are not obligated to devote any specific number of hours 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 are required to file Annual Reports on Form
10-K and Quarterly Reports on Form 10-Q with the SEC on a regular basis, and are required to disclose certain material events in a Current
Report on Form 8-K. The SEC maintains an Internet website that contains reports, proxy and information statements and other information
regarding issuers that file electronically with the SEC. The SECs Internet website is located at www.sec.gov. In addition, the
Company will provide copies of these documents without charge upon request from us in writing at PO Box 2248, Darien, Connecticut 06820
or by telephone at (203) 617-0223.
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, accounting principles generally accepted in the United States 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 (United States)(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 December 31, 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.
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 Act. As an exempted company, we have applied for and received a tax exemption undertaking from
the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (As Revised) of the Cayman Islands (the Tax
Concessions Act), for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing
any tax to be levied on profits, income, gains or appreciations 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 any relevant
payment as defined in the Tax Concessions Act.
We are an emerging growth company,
as defined in Section 2(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 Section 404 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, Section 107 of the JOBS Act also
provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B)
of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company
can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to
take advantage of the benefits of this extended transition period.
We will remain an emerging growth company until
the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of the Initial Public Offering,
(b) in which we have total annual gross revenue of at least $1,235,000,000, or (c) in which we are deemed to be a large accelerated filer,
which means the market value of our Class A ordinary shares that are held by non-affiliates exceeds $700,000,000 as of the prior June
30, and (2) the date on which we have issued more than $1,000,000,000 in non-convertible debt during the prior three-year period.
Additionally, we are a smaller reporting
company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure
obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting
company until the last day of the fiscal year in which (1) the market value of our Ordinary Shares held by non-affiliates is equal to
or exceeds $250,000,000 as of the prior June 30, or (2) our annual revenues equaled or exceeded $100,000,000 during such completed fiscal
year and the market value of our Ordinary Shares held by non-affiliates is equal to or exceeds $700,000,000 as of the prior June 30.
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**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 Form 10-K, before making a decision to invest in our Units. 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.*
**Risk Factor Summary**
| 
| 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, 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. | 
|
| 
| 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. | 
|
| 
| 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. | 
|
| 
| 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, advisors and their affiliates may elect to purchase Public Shares or Public Warrants
from public shareholders, which may influence a vote on a proposed business combination and reduce the public float of
our Class A ordinary shares or Public Warrants. | 
|
| 
| 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. | 
|
| 
| 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. | 
|
| 
| You will not be entitled to protections normally afforded
to investors of many other blank check companies. | 
|
| 
| 
| 
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 and to negotiate attractive acquisition terms. If we have not completed our initial business combination within the Completion Window, 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. | |
| 
| If the net proceeds of the Initial Public Offering and the
sale of the Private Placement 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, its affiliates or our management team to fund our search
and to complete our initial business combination. | 
|
| 
| Past performance by our management team or their respective
affiliates may not be indicative of future performance of an investment in us. | 
|
| 
| 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. | 
|
19
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| 
| Unlike some other similarly structured special purpose acquisition
companies, our initial shareholders will receive additional Class A ordinary shares if we issue certain shares to consummate an initial
business combination. | 
|
| 
| We may be a passive foreign investment company, or PFIC,
which could result in adverse United States federal income tax consequences to U.S. investors. | 
|
| 
| We may reincorporate in another jurisdiction, which may result
in taxes imposed on shareholders or warrant holders. | 
|
| 
| 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 uncertain. | 
|
| 
| Because we are incorporated under the laws of the Cayman
Islands, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. Federal courts
may be limited. | 
|
| 
| In recent years, the number of special purpose acquisition
companies that have been formed has increased substantially, potentially resulting in more competition for attractive targets. 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. | 
|
| 
| Changes
in laws or regulations (including the adoption of policies by governing administrations),
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. | 
|
**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 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.**
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. Except as required by applicable law or stock exchange requirements, 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, the holders
of our Founder Shares will participate in the vote on such approval. 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.**
Our initial shareholders own 25% of our issued
and outstanding Ordinary Shares as of the date of this Form 10-K. 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
provide 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, which requires the affirmative vote of a majority of our Ordinary Shares which
are represented in person or by proxy and are voted at a general meeting of the Company, including the Founder Shares. As a result, in
addition to our initial shareholders Founder Shares and Private Placement Shares, we would need 5,525,001, or 32.03%, of the 17,250,000
Public Shares included in the Units 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 that only one-third of our issued and outstanding Ordinary Shares, representing
a quorum under our amended and restated memorandum and articles of association, are voted, we will not need any Public Shares in addition
to our Founder Shares and Private Placement Shares to be voted in favor of an initial business combination in order to have an initial
business combination approved. However, if our initial business combination is structured as a statutory merger or consolidation with
another company under Cayman Islands law, the approval of our initial business combination will require a special resolution passed 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. 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 we will receive
an ordinary resolution, being the requisite shareholder approval for such initial business combination.
20
[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 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 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 the 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 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 amount held in trust will continue to reflect our obligation to pay the entire deferred underwriting commissions.
There are no redemption rights with respect to the Warrants.
**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.
21
[Table of Contents](#TableOfContents)
**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. 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 as promptly as reasonably possible but not
more than tenbusiness days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount
then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (net of taxes paid or payable (other
than excise or similar taxes) and up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding
public shares, which redemption will constitute full and complete payment for the Public Shares and completely extinguish public shareholders
rights as shareholders (including the right to receive further liquidation or other distributions, if any), subject to our obligations
under Cayman Islands law to provide for claims of creditors and subject to the other requirements of applicable law. Our amended and restated
memorandum and articles of association provide that, if we wind up for any other reason prior to the consummation of our initial business
combination, we will follow the foregoing procedures with respect to the liquidation of the Trust Account as promptly as reasonably possible
but not more than tenbusiness days thereafter, subject to applicable Cayman Islands law. In either such case, our public shareholders
may receive only $10.00 per Public Share, or less than $10.00 per Public Share, on the redemption of their shares, and our Warrants will
expire worthless. See *If third parties bring claims against us, the proceeds held in the Trust Account could be
reduced and the per-share redemption amount received by shareholders may be less than $10.00 per public share* and other risk
factors herein.
**If we seek shareholder approval of our initial
business combination, our Sponsor, initial shareholders, directors, officers, advisors and their affiliates may elect to purchase Public
Shares or Public Warrants from public shareholders, which may influence a vote on a proposed business combination and reduce the public
float of our Class A ordinary shares or Public Warrants.**
If we seek shareholder approval of our initial
business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer
rules, our Sponsor, initial shareholders directors, officers, advisors and their affiliates may purchase Public Shares or equity-linked
securities 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. Any such price per share may be different than the amount per share
a public shareholder would receive if it elected to redeem its shares in connection with our initial business combination. 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, advisors
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, advisors 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 or rights
in such transactions.
The purpose of any such purchases of shares could
be to increase the likelihood of obtaining shareholder approval of the initial business combination or to satisfy a closing condition
in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business
combination, where it appears that such requirement would otherwise not be met. The purpose of any such purchases of Public Warrants could
be to reduce the number of Public Warrants outstanding or to vote such Warrants on any matters submitted to the warrant holders for approval
in connection with our initial business combination. 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 Class A ordinary shares or Warrants 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.
22
[Table of Contents](#TableOfContents)
In addition, if such purchases are made, the public
float of our Class A ordinary shares or Public Warrants 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,
advisors 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, advisors
and their affiliates may purchase Public Shares or Warrants from public shareholders outside the redemption process, along with the purpose
of such purchases; | 
|
| 
| if our Sponsor, initial shareholders, directors, officers,
advisors 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, advisors and their affiliates would not be voted in favor of approving the business combination transaction; | 
|
| 
| our Sponsor, initial shareholders, directors, officers, advisors
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 Current Report on Form8-K, before our security holder meeting to approve the business combination transaction,
the following material items: | 
|
| 
o | the
amount of our securities purchased outside of the redemption offer by our Sponsor, initial shareholders, directors, officers, advisors
and their affiliates, along with the purchase price; | 
|
| 
o | the
purpose of the purchases by our Sponsor, initial shareholders, directors, officers, advisors and their affiliates; | 
|
| 
o | the
impact, if any, of the purchases by our Sponsor, initial shareholders, directors, officers, advisors and their affiliates on the likelihood
that the business combination transaction will be approved; | 
|
| 
o | the
identities of our security holders who sold to our Sponsor, initial shareholders, directors, officers, advisors 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, advisors and their affiliates; and | 
|
| 
o | 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.
****
**You will 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 Placement Units are intended to be used to complete one or more initial business combinations with a target
business or businesses that has not been selected, our company may be deemed to be a blank check company under the UnitedStates
securities laws. However, because we had net tangible assets in excess of $5,000,000 upon the completion of the Initial Public Offering
and the sale of the Private Placement Units and filed 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 initial 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.
23
[Table of Contents](#TableOfContents)
**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 will 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 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 ExchangeAct), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the
shares included in the Units 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
and to negotiation attractive acquisition terms. If we have not consummated our initial business combination within the Completion Window,
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 similar or greater
technical, human and other resources to 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 Placement 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, and may impact the attractiveness
of the terms we are able to negotiate. 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 have not consummated our initial business combination
within the Completion Window, 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.
****
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****
**If the net proceeds of the Initial Public
Offering and the sale of the Private Placement 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 our ability to complete our initial business combination, and we will depend on loans from our Sponsor, its affiliates or our management
team to fund our search and to complete our initial business combination.**
Of the net proceeds of the Initial Public Offering
and the sale of the Private Placement Units, only $1,387,500 is 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, together with permitted withdrawals and
funds available from loans from our Sponsor, its affiliates or our management team 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, and our Sponsor, its affiliates or
our management team are under no obligation to advance funds to us in such circumstances. 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.
If we are required to seek additional capital,
we would need to borrow funds from our Sponsor, its affiliates, our management team or other third parties to operate or may be forced
to liquidate. Neither our Sponsor, members of our management team nor any of their affiliates is under any obligation to advance funds
to us in such circumstances. Any such advances would be repaid only from funds held outside the Trust Account or from funds released to
us upon completion of our initial business combination. Such loans may be convertible into Private Placement Units of the post-business
combination entity at a price of $10.00 per Unit at the option of the lender. 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 have
not consummated our initial business combination within the Completion Window because we do not have sufficient funds available to us,
we will be forced to cease operations and liquidate the Trust Account. Consequently, our public shareholders may only receive an estimated
$10.05 per Public Share, or possibly less, on our redemption of our public shares, and our Warrants will expire worthless. See *If
third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received
by shareholders may be less than $10.05 per public share* and other risk factors herein.
****
**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
$10.05 per Public 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, PC, 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.
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Examples of possible instances where we may engage
a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills
are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases
where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities
will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements
with us and will not seek recourse against the Trust Account for any reason. Upon redemption of our public shares, if we are unable to
complete our initial business combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with
our initial business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought
against us within the 10years following redemption. Accordingly, the per-share redemption amount received by public shareholders
could be less than the $10.05 per Public Share initially held in the Trust Account, due to claims of such creditors. Pursuant to the letter
agreement the form of which is filed as an exhibit to the Initial Public Offering registration statement, our Sponsor has agreed that
it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective
target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination
agreement (except for the Companys independent auditors), 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 paid or payable
(other than excise or similar taxes) and up to $100,000 of interest to pay dissolution expenses, 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.
****
**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 paid or payable (other than excise or similar taxes), 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.
****
**The securities in which we invest the funds
held in the Trust Account could bear a negative rate of interest, which could reduce the interest income available for payment of taxes
or reduce the value of the assets held in trust such that the per-share redemption amount received by public shareholders may be less
than $10.05 per Public Share.**
The proceeds held in the Trust Account will initially
be invested only in U.S.government treasury obligations with a maturity of 185days or less or 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;
the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended business combination
and may at any time be held as cash or cash items, including in demand deposit accounts at a bank. While short-term U.S.government
treasury obligations currently yield a positive rate of interest, they have briefly yielded negative interest rates in recentyears.
Central banks in Europe and Japan pursued interest rates below zero in recentyears, and the Open Market Committee of the Federal
Reserve has not ruled out the possibility that it may in the future adopt similar policies in the UnitedStates. In the event that
we are unable to complete our initial business combination or make certain amendments to our amended and restated memorandum and articles
of association, our public shareholders are entitled to receive their pro-rata share of the proceeds held in the Trust Account, plus any
interest income (less taxes payable and up to $100,000 of interest to pay dissolution expenses). Negative interest rates could reduce
the value of the assets held in trust such that the per-share redemption amount received by public shareholders may be less than $10.05
per Public Share.
****
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****
**If, after we distribute the proceeds in
the Trust Account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition
is filed against us that is not dismissed, a bankruptcy or insolvency 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 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 winding-up petition or an involuntary bankruptcy or winding-up petition is
filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or
bankruptcy or insolvency laws as either a preferential transfer or a fraudulent conveyance. As a result, a
bankruptcy or insolvency court could seek to recover some or all amounts received by our shareholders. In addition, our board of directors
may be viewed as having breached its fiduciary duty to 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 winding-up petition or an involuntary bankruptcy or winding-up 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 winding-up petition or an involuntary bankruptcy or winding-up 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, the per-share amount that would otherwise be received by our shareholders
in connection with our liquidation may be reduced.
****
**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.**
If we are deemed to be an investment company under
the Investment Company Act, our activities may be restricted, including:
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restrictions on the nature of our investments; and | |
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restrictions on the issuance of securities, each of which may make it difficult for us to complete our initial business combination. In addition, we may have imposed upon us burdensome requirements, including: | |
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registration as an investment company; | |
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adoption of a specific form of corporate structure; and | |
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reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations. | |
In order not to be regulated as 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 of securities and that our activities do not include investing, reinvesting, owning, holding
or trading investment securities constituting more than 40% of our assets (exclusive of U.S.government securities
and cash items) on an unconsolidated basis. Our business will be to identify and complete a business combination and thereafter to operate
the post-transaction business or assets for the long term. We do not intend to spend a considerable amount of time actively managing the
assets in the Trust Account for the primary purpose of achieving investment returns. We do not plan to buy businesses or assets with a
view to resale or profit from their resale. We do not plan to buy unrelated businesses or assets or to be a passive investor.
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We do not believe that our anticipated principal
activities will subject us to the Investment Company Act. To this end, the proceeds held in the Trust Account will initially only be invested
in U.S.government securities within the meaning of Section 2(a)(16)of the Investment Company Act having a maturity
of 185days or less or in money market funds meeting certain conditions under Rule2a-7 promulgated under the Investment Company
Act which invest only in direct U.S.government treasury obligations; the holding of these assets in this form is intended to be
temporary and for the sole purpose of facilitating the intended business combination and may at any time be held as cash or cash items,
including in demand deposit accounts at a bank. Pursuant to the trust agreement, the trustee is not permitted to invest in other securities
or assets. 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 was not intended for persons who are seeking a return on investments in government securities or investment securities.
The Trust Account is intended as a holding place 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)to modify the substance or timing of our obligation to provide for the redemption
of our Public Shares in connection with an initial business combination or to redeem 100% of our Public Shares if we have not consummated
our initial business combination within the Completion Window or (B)with respect to any other provisions relating to shareholders
rights or pre-initial business combination activity; or (iii)absent an initial business combination within the Completion Window,
our return of the funds held in the Trust Account to our public shareholders as part of our redemption of the public shares. If we do
not invest the proceeds as discussed above, we may be deemed to be subject to the Investment Company Act.
Further, under the subjective test of a investment
company pursuant to Section 3(a)(1)(A)of the Investment Company Act, even if the funds deposited in the Trust Account were
invested in the assets discussed above (U.S. government securities or money market funds registered under the Investment Company Act),
such assets, other than cash, are securities for purposes of the Investment Company Act and, therefore, nevertheless, there
is a risk that we could be deemed an unregistered investment company and subject to the Investment Company Act at any time.
In the adopting release for the 2024 SPAC Rules
(as defined below), the SEC provided guidance that a SPACs potential status as an investment company depends on a
variety of factors, such as a SPACs duration, asset composition, business purpose and activities and is a question of facts
and circumstances requiring individualized analysis. If we were deemed to be an unregistered investment company and subject to
compliance with and regulation under the Investment Company Act, we would be subject to additional regulatory burdens and expenses for
which we have not allotted funds. Unless we are able to modify our activities so that we would not be deemed an investment company, we
would either register as an investment company or wind down and abandon our efforts to complete an initial business combination and instead
liquidate the Company. As a result, our public shareholders may only receive their pro rata portion of the funds in the Trust Account
that are available for distribution to public shareholders and would be unable to realize the potential benefits of an initial business
combination, including the possible appreciation of the combined companys securities.
****
**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, instruct the trustee to liquidate the securities
held in the Trust Account and instead to hold the funds in the Trust Account in cash until the earlier of the consummation of our initial
business combination or our liquidation. As a result, following the liquidation of securities in the Trust Account, the interest earned
on the funds held in the Trust Account may be materially reduced, which would reduce the dollar amount our public shareholders would receive
upon any redemption or liquidation of the Company.**
We intend to initially hold the funds in the Trust
Account as cash, including in demand deposit accounts at a bank, or in U.S.government treasury obligations with a maturity of 185days
or less or in money market funds investing solely in U.S.government treasury obligations and meeting certain conditions under Rule2a-7
under the Investment Company Act. U.S.government treasury obligations are considered securities for purposes of the
Investment Company Act, while cash is not. As noted above, one of the factors the SEC identified as relevant to the determination of whether
a SPAC which holds securities could potentially be deemed an investment company under the Investment Company Act is the
SPACs duration. To mitigate the risk of us being deemed to be an unregistered investment company (including under the subjective
test of Section 3(a)(1)(A)of the Investment Company Act) and thus subject to regulation under the Investment Company Act, we may,
at any time, instruct Continental Stock Transfer& Trust Company, the trustee with respect to the Trust Account, to liquidate
the U.S.government treasury obligations or money market funds held in the Trust Account and thereafter to hold all funds in the
Trust Account in cash until the earlier of consummation of our initial business combination or liquidation of the Company. Following such
liquidation, the rate of interest we receive on the funds held in the Trust Account may be materially decreased. However, interest previously
earned on the funds held in the Trust Account still may be released to us for permitted withdrawals and certain other expenses as permitted.
As a result, any decision to liquidate the securities held in the Trust Account and thereafter to hold all funds in the Trust Account
in cash would reduce the dollar amount our public shareholders would receive upon any redemption or liquidation of the Company.
****
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****
**Changes in laws or regulations (including
the adoption of policies by governing administrations), 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. These governing bodies may seek to change laws and regulations, as well as adopt new policies,
including tariffs and other economic policies, that could negatively impact us or target business with which we seek to consummate an
initial business combination. We will also be required to comply with certain SEC and other legal requirements. 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 issued final
rules (the 2024 SPAC Rules), effective as of July1, 2024, that formally adopted some of the SECs proposed rules
for SPACs that were released on March30, 2022. The 2024 SPAC Rules, among other items, impose additional disclosure requirements
in initial public offerings by SPACs and business combination transactions involving SPACs and private operating companies; amend the
financial statement requirements applicable to business combination transactions involving such companies; update and expand guidance
regarding the general use of projections in SEC filings, as well as when projections are disclosed in connection with proposed business
combination transactions; increase the potential liability of certain participants in proposed business combination transactions; and
could impact the extent to which SPACs could become subject to regulation under the Investment Company Actof1940. The 2024
SPAC Rules may materially adversely affect our business, including our ability to negotiate and complete, and the costs associated with,
our initial business combination, and results of operations.
****
**If we are unable to consummate our initial
business combination within the Completion Window, our public shareholders may be forced to wait beyond such period 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 taxes paid or payable (other than excise or similar taxes) 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 duration 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.
****
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****
**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.**
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 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.
****
**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 focus on targets that complement our management teams
background and experience, including in the asset management, wealth management and financial services markets, and intend to seek businesses
with enterprise values of approximately $500million to $2billion. 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 Units. 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.
****
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****
**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 our public shareholders
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 Form 10-K 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 holders who choose to retain their securities following our initial
business combination could suffer a reduction in the value of their securities. Such holders 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 have not consummated our initial business combination within the Completion Window, 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 not be 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 consideration we are paying for the business is fair to our company from
a financial point of view.**
Unless we complete our initial business combination
with an affiliated (as defined in our amended and restated memorandum and articles of association) 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 which is a member of FINRA or from another independent
entity that commonly renders valuation opinions that the consideration we are paying is fair to our company 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.
****
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****
**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 400,000,000 ClassA ordinary shares, par value $0.0001 per share, 80,000,000 ClassB
ordinary shares, par value $0.0001 per share, and 1,000,000 preference shares, par value $0.0001 per share. As of December 31, 2025, there
were 382,300,000 and 74,250,000 authorized but unissued ClassA ordinary shares and ClassB ordinary shares, respectively, available
for issuance which amount does not take into account shares issuable upon conversion of the ClassB ordinary shares. The ClassB
ordinary shares are automatically convertible into ClassA ordinary shares immediately prior to, concurrently with or immediately
following the consummation of our initial business combination or earlier at the option of the holder, initially at a one-for-one ratio
but 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.
As of December 31, 2025, there were no preference shares issued and outstanding.
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, we may not issue additional shares that would entitle the holders thereof to (i)receive funds
from the Trust Account or (ii)vote 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:
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may significantly dilute the equity interest of our public shareholders, which dilution would increase if the anti-dilution provisions in the ClassB ordinary shares resulted in the issuance of ClassA ordinary shares on a greater than one-to-one basis upon conversion of the ClassB ordinary shares; | |
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may subordinate the rights of holders of ClassA ordinary shares if preference shares are issued with rights senior to those afforded our ClassA ordinary shares; | |
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could cause a change in control if a substantial number of ClassA 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; | |
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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; and | |
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may adversely affect prevailing market prices for our Units, ClassA ordinary shares and/or Warrants. | |
Such potential dilutive issuances of securities
are likely to increase as the pro forma equity value of a prospective combined company increases, and we intend to target a combined company
that has a pro forma equity value of approximately $500 million to $2 billion or greater.
****
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****
**The post-business combination company may
issue shares to investors in connection with our initial business combination at a price which is less than $10.00 or the prevailing market
price of our shares at that time, which could dilute the interests of our existing shareholders and add costs.**
In connection with our initial business combination,
the post-business combination company 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.
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 the post-business combination company
issues 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. The post-business combination company 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. In order to facilitate our initial business combination or for any other reason determined by our Sponsor in its
sole discretion, our Sponsor, in accordance with the terms of the letter agreement, may (i) surrender or forfeit, transfer or exchange,
directly or indirectly, our Founder Shares, Private Placement Units or any of our other securities held by it, including for no consideration,
in connection with a PIPE financing or otherwise, (ii) subject any such securities to earn-outs or other restrictions, and (iii) enter
into any other arrangements with respect to any such securities.
****
**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 immediately prior to, 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 equity-linked securities are issued or deemed issued in connection with our initial business combination, the number
of ClassA ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis,
25% of the total number of ClassA ordinary shares outstanding after such conversion (excluding the Private Placement Shares and
the Class A ordinary shares underlying the Private Placement Warrants and after giving effect to any redemptions of ClassA ordinary
shares by public shareholders), including the total number of ClassA ordinary shares issued, or deemed issued or issuable upon conversion
or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the
consummation of the initial business combination, excluding any ClassA ordinary shares or equity-linked securities exercisable for
or convertible into ClassA ordinary shares issued, or to be issued, to any seller in the initial business combination and any Private
Placement Units issued to our Sponsor, officers or directors upon conversion of working capital loans; provided that such conversion of
Founder Shares will never occur on a less than one-for-one basis.
****
**Resources could be wasted 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 the 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 have
not consummated our initial business combination within the Completion Window, 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 the Warrants will expire worthless.
****
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****
**In recentyears, the number of special
purpose acquisition companies that have been formed has increased substantially, potentially resulting in more competition for attractive
targets. 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 has increased substantially. 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 targets companies to demand improved financial terms. Attractive deals could also become scarcer
for other reasons, such as economic or industry sector downturns, 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.
****
**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 existing holders which may raise potential conflicts of interest.**
In light of the involvement of our Sponsor, its
managing members, 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 and their respective affiliates or existing holders. Our directors also serve as
officers and/or board members for other entities. 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 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 which is a member of FINRA 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 an affiliate (as defined in our amended and restated
memorandum and articles of association) of our Sponsor, officers or directors, 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.
****
**Since our Sponsor, officers and directors
will lose their entire investment in us if our initial business combination is not completed (other than with respect to Public Shares
they may acquire), a conflict of interest may arise in determining whether a particular business combination target is appropriate for
our initial business combination.**
On April 4, 2025, our Sponsor paid $25,000, or
approximately $0.004 per share, to cover certain of our offering and formation costs in exchange for 5,750,000 Founder Shares. 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 17,250,000 Units if the 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 (excluding the Private Placement Shares and the Class A ordinary shares
underlying the Private Placement Warrants). The Founder Shares will be worthless if we do not complete an initial business combination.
In addition, our Sponsor has committed to purchase an aggregate of 450,000 Private Placement Units for an aggregate purchase price of
$4,500,000, or $10.00 per Unit. The Private Placement Warrants will also be worthless if we do not complete our initial business combination.
Our Sponsor owns an aggregate of 6,200,000 Ordinary Shares, or 26.4% of our issued and outstanding Ordinary Shares. 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 expiration of the Completion Window nears, which is the deadline for our completion of an initial business combination.
****
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****
**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.**
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:
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default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations; | |
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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; | |
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our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand; | |
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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; | |
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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; | |
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limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; | |
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increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and | |
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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 the Private Placement
Units provided us with $166,012,500 that we may use to complete our initial business combination (after taking into account the $7,350,000
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:
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solely dependent upon the performance of a single business, property or asset, or | |
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dependent upon the development or market acceptance of a single or limited number of products, processes or services. | |
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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.
****
**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 does not provide a 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, advisors 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.
****
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****
**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 amended the definition of business combination,
increased redemption thresholds and 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 of our Ordinary Shares which are represented in person or by proxy and are voted at a general meeting of the Company,
and 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 Placement Warrants or any provision of the warrant agreement with respect to the Private Placement
Warrants, 50% of the then outstanding Private Placement Warrants. 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 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 through the 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.
****
**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 provides 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 corresponding provisions
of the trust agreement governing the release of funds from our Trust Account may be amended if approved by special resolution, under Cayman
Islands law which requires 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, who owns an aggregate of 6,200,000 Ordinary Shares, or 26.44% of our issued
and outstanding Ordinary Shares, 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 they choose. 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 shareholders may pursue remedies against us for any breach of our amended and restated memorandum and articles of association.
Our Sponsor, officers and directors 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,
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 (net of taxes paid or payable (other than excise or similar taxes)), divided by the number
of then issued and 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 and directors 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.
****
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****
**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 Placement 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 initial shareholders control a substantial
interest in us and thus may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do
not support.**
Our initial shareholders own an aggregate of 6,200,000
Ordinary Shares, or 26.44% of our issued and outstanding Ordinary Shares. 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. 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 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 Founder Shares will have the right to vote to continue the Company in a jurisdiction outside the Cayman Islands (including
any special resolution required to amend the constitutional documents of the Company or to adopt new constitutional documents of the Company,
in each case, as a result of the Company approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). This
provision of our amended and restated memorandum and articles of association may only be amended by a special resolution passed by not
less than 90% of our Ordinary Shares which are represented in person or by proxy and are voted at our general meeting. As a result, you
will not have any influence over our continuation in a jurisdiction outside the Cayman Islands prior to our initial business combination.
If our initial shareholders purchase any additional
ClassA ordinary shares in the aftermarket or in privately negotiated transactions, this would increase their control. Neither our
initial shareholders nor, to our knowledge, any of our officers or directors, have any current intention to purchase additional securities,
other than as disclosed in this Form 10-K. 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 for 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 initial shareholders, because of their
ownership position, will have considerable influence regarding the outcome. Accordingly, our initial shareholders will continue to exert
control at least until the completion of our initial business combination. In addition, we have agreed not to enter into a definitive
agreement regarding an initial business combination without the prior consent of our Sponsor.
****
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****
**We may not be able to complete an initial
business combination since such initial business combination may be subject to regulatory review and approval requirement, 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. For example, investments that result in control (as defined at 31 C.F.R.
800.208) of a U.S.business by a foreign person always are subject to CFIUS jurisdiction, as are certain 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 (as those terms are defined at 31 C.F.R. Part 800).
Our Sponsor owns an aggregate of 6,200,000 Ordinary
Shares, or 26.44%, of our issued and outstanding Ordinary Shares. Our Sponsor is exclusively controlled for CFIUS purposes
by non-US citizens, and thus it is possible that our Sponsor and we, for so long as our Sponsor retains a material ownership interest
in us, are each a foreign person as defined in the CFIUS regulations. It is also possible that non-U.S.persons could
be involved in our initial business combination (e.g., as existing shareholders of a target company or as PIPE investors), which may increase
the risk that our initial business combination becomes subject to regulatory review, including review by CFIUS. As such, an initial business
combination with a U.S.business or foreign business with U.S.subsidiaries that we may wish to pursue may be subject to CFIUS
review. 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 abandon our initial business combination. 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, as promptly
as reasonably possible but not more than tenbusiness days thereafter, redeem the Public Shares for a pro rata portion of the funds
held in the Trust Account, subject 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 will miss the opportunity to benefit from an investment in a target company and
the appreciation in value of such investment, and our Public Warrants would expire worthless.
****
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****
**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, 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 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.**
Section 404 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.
****
**Our search for a business combination, and
any target business with which we ultimately consummate a business combination, may be materially adversely affected by events that are
outside of our control, such as increased geopolitical unrest, pandemic outbreaks (such as COVID-19) and volatility in the debt and equity
markets.**
Our ability to find a potential target
business and the business of any potential business with which we may consummate a business combination could be materially and
adversely affected by events that are outside of our control. For example, geopolitical unrest (such as the ongoing military
conflict between Russia and Ukraine and the military conflicts in Israel, Iran and Gaza), including war, terrorist activity and acts
of civil or international hostility are increasing. In particular, although the length, impact and outcome of the ongoing military
conflict in Ukraine and the recent armed conflicts between Israel and Hamas and between the U.S., Israel and Iran are highly
unpredictable, these conflicts could lead to significant market and other disruptions, including significant volatility in commodity
prices and supply of energy resources, instability in financial markets, supply chain interruptions, political and social
instability, changes in consumer or purchaser preferences as well as increase in cyberattacks and espionage.Similarly other
events outside of our control, including natural disasters, climate-related events pandemic or health crises (such as the COVID-19
pandemic) may arise from time to time, any such events may cause significant volatility and declines in the global markets,
disproportionate impacts to certain industries or sectors, disruptions to commerce (including to economic activity, travel and
supply chain), loss of life and property damage, and may adversely affect the global economy or capital markets, and the business of
any potential target business with which we may consummate a business combination and could 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 these and other events, including as a result of increased market volatility, decreased market liquidity in third-party
financing being unavailable on terms acceptable or at all.
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**Changes in international trade policies,
tariffs and treaties affecting imports and exports may have a material adverse effect on our search for an initial Business Combination
target, our ability to complete an initial Business Combination, and/or our business, financial condition and results of operations following
completion of an initial Business Combination.**
There have recently been significant changes to
international trade policies and tariffs affecting imports and exports. The U.S. has implemented a range of new tariffs and increases
to existing tariffs, and, in response to the tariffs announced by the U.S., other countries have imposed new or increased tariffs on certain
exports from the United States. There is currently significant uncertainty about the future relationship between the United States and
other countries with respect to trade policies, government regulations and tariffs. We cannot predict whether, and to what extent, current
tariffs will continue or trade policies will change in the future. Any significant increases in tariffs on goods or materials or other
changes in trade policy, or the perception that such changes could occur, could negatively affect our search for a business combination
target and/or our ability to complete our initial business combination. For example, if we pursue a target company which sources or manufactures
material components outside of the U.S., these changes could materially impact such target companys business and financial performance.
Similarly, if we pursue a target company which exports products outside of the U.S., retaliatory tariff and trade measures imposed by
other countries could affect such targets ability to export products and therefore adversely affect its sales. We may not be able to
adequately address the risks presented by these tariffs or other potential trade policy changes. As a result, we may deem it costly, impractical
or risky to complete an initial business combination with a particular target or with a target in a particular industry or from a particular
country. Consequently, the pool of potential target companies may be reduced, which could impair our ability to identify a suitable target
and to complete an initial business combination. The business prospects of a particular target for a business combination could change
even after we enter into a business combination agreement, as a result of tariffs or the threat of tariffs that may have a material impact
on that targets business. Accordingly, changes in trade and tariff policies could prevent or make it difficult or more expensive for
us to complete an initial business combination. Tariffs and threats of tariffs and other potential trade policy changes could also lead
to material adverse effects on a post-business combination company.
****
**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 holders who choose to retain their securities 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.
****
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****
**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.
****
**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.
****
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****
**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.
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:
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costs and difficulties inherent in managing cross-border business operations; | |
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rules and regulations regarding currency redemption; | |
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complex corporate withholding taxes on individuals; | |
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laws governing the manner in which future business combinations may be effected; | |
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exchange listing and/or delisting requirements; | |
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tariffs and trade barriers; | |
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regulations related to customs and import/export matters; | |
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local or regional economic policies and market conditions; | |
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unexpected changes in regulatory requirements; | |
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challenges in managing and staffing international operations; | |
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longer payment cycles; | |
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tax issues, such as tax law changes and variations in tax laws as compared to the UnitedStates; | |
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currency fluctuations and exchange controls; | |
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| 
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rates of inflation; | |
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challenges in collecting accounts receivable; | |
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cultural and language differences; | |
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employment regulations; | |
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underdeveloped or unpredictable legal or regulatory systems; | |
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corruption; | |
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protection of intellectual property; | |
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social unrest, crime, strikes, riots and civil disturbances; | |
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regime changes and political upheaval; | |
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terrorist attacks, natural disasters, widespread health emergencies and wars; and | |
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deterioration of political relations with the UnitedStates. | |
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), 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
of to recognize taxable income in the jurisdiction in which the shareholder or warrant holder of is a tax resident or in which its members
are resident if it is a tax transparent entity. We do not intend to make any cash distributions to shareholders or warrant holder of to
pay such taxes. Shareholders or warrant holder of may be subject to withholding taxes or other taxes with respect to their ownership of
our ClassA ordinary shares or Warrants after the reincorporation.
****
**We may reincorporate in 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
or otherwise, 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.
****
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****
**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 SEC, 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 will 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.
****
**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.
****
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****
**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.
****
**Our officers and directors presently have,
and any of them in the future may have additional, fiduciary or contractual obligations to other entities, including other blank check
companies, and, accordingly, may have conflicts of interest in allocating their time and in determining to which entity a particular business
opportunity should be presented.**
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 members, 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
or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination
opportunity to such entities. Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity
should be presented. These conflicts may not be resolved in our favor and a potential target business may be presented to such other blank
check companies prior to its presentation to us, 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 applicable law: (i)no individual serving
as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly
or indirectly in the same or similar business activities or lines of business as us; and (ii)we renounce any interest or expectancy
in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for
any director or officer, on the one hand, and us, on the other.
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In addition, our Sponsor and our officers and
directors may sponsor or form other special purpose acquisition companies with acquisition objectives that are similar to ours or may
pursue other business or investment ventures during the period in which we are seeking an initial business combination. Any such companies,
businesses or investments may present additional conflicts of interest in pursuing an initial business combination. However, because the
other entities to which our officers and directors currently owe fiduciary duties or contractual obligations are not themselves in the
business of engaging in business combinations, and 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 materially affect
our ability to complete our initial business combination.
****
**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, our directors or officers, 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.
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.
**
**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. 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 (except
to the extent they are entitled to funds from the Trust Account due to their ownership of public shares). 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.
****
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****
**Members of our management team and board
of directors have significant experience as board members, officers or executives of other companies. As a result, certain of those persons
have been, may be, or may become, involved in proceedings, investigations and litigation relating to the business affairs of the companies
with which they were, are, or may in the future be, affiliated. 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 board members, officers or executives of other companies.
As a result of their involvement and positions in these companies, certain persons were, are now, or may in the future become, involved
in litigation, investigations or other proceedings relating to the business affairs of such companies or transactions entered into by
such companies. Any such litigation, investigations or other proceedings may divert our management teams and boards attention
and resources 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 Placement Units (including the securities
comprising such 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 Initial Public Offering 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.
****
**We may approve an amendment or waiver of
the letter agreement that would allow our Sponsor to directly, or members of our Sponsor to indirectly, transfer Founder Shares and Private
Placement Units or membership interests in our Sponsor in a transaction in which the Sponsor removes itself as our Sponsor before identifying
a business combination, which may deprive us of key personnel.**
While there is no current intention to do so,
we may approve an amendment or waiver of the letter agreement that would allow the Sponsor to directly, or members of our Sponsor to indirectly,
transfer Founder Shares and Private Placement Units (including the securities comprising such Units) or membership interests in our Sponsor
in a transaction in which the Sponsor removes itself as our Sponsor before identifying a business combination. As a result, there is a
risk that our Sponsor and our officers and directors may divest their ownership or economic interests in us or in our Sponsor, which would
likely result in our loss of certain key personnel, including Richard H. Haywood, Jr., our Chief Executive Officer, Anthony DeLuca, our
Chief Financial Officer and Chief Operating Officer, and Mohsen Fahmi, our Chairman. There can be no assurance that any replacement Sponsor
or key personnel will successfully identify a business combination target for us, or, even if one is so identified, successfully complete
such business combination.
****
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****
**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. There are no redemption rights 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, Class A ordinary shares and Warrants
are listed on Nasdaq. 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 our listed securities of
$50,000,000 and a minimum number of holders of our securities (300 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,
unless we decide to list on a different Nasdaq tier such as the Nasdaq Capital Market which has different initial listing requirements,
our share price would generally be required to be at least $4.00 per share, the market value of our listed securities would be required
to be at least $75,000,000, the market value of our unrestricted publicly held shares would be required to be at least $20,000,000 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.
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 ClassA ordinary shares are a penny stock which will require brokers trading in our ClassA 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. | |
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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 our Class A ordinary shares and Warrants are listed on Nasdaq, our Units, ClassA ordinary shares and
Warrants 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.
**The nominal purchase price paid by our Sponsor
for the Founder Shares may significantly dilute the implied value of your Public Shares in the event we consummate an 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.**
While we offered our Units at an offering price
of $10.00 per Unit and the amount in our Trust Account was initially $10.05 per Public Share, implying an initial value of $10.05 per
Public Share, our Sponsor paid only a nominal aggregate purchase price of $25,000 for the Founder Shares, or approximately $0.004 per
share. As a result, the value of your Public Shares may be significantly diluted in the event we consummate an initial business combination.
For example, the following table shows the public shareholders and Sponsors investment per share and how that compares to
the implied value of one of our shares upon the consummation of our initial business combination if at that time we were valued at $173,362,500,
which is the amount we would have for our initial business combination in the Trust Account assuming no interest is earned on the funds
held in the Trust Account and no Public Shares are redeemed in connection with our initial business combination. At such valuation, each
of our Ordinary Shares would have an implied value of $7.39 per share, which is a 26.47% decrease as compared to the initial
implied value per Public Share of $10.05.
| 
Public shares | | 
| 17,250,000 | | |
| 
Founder Shares | | 
| 5,750,000 | | |
| 
Private Placement Shares | | 
| 450,000 | | |
| 
Total Shares | | 
| 23,450,000 | | |
| 
Total funds in trust available for initial business combination(1) | | 
$ | 173,362,250 | | |
| 
Implied value per share(1)(2) | | 
$ | 7.39 | | |
| 
Public shareholders investment per share(3) | | 
$ | 10.05 | | |
| 
Sponsors investment per share(4) | | 
$ | 0.787 | | |
| 
(1) | Does
not take into account other potential impacts on our valuation at the time of the business combination, such as the trading price of
our public shares, the terms of the business combination transaction (including any equity issued to or retained by, or cash or other
consideration paid to, the targets shareholder or other third parties), the business combination transaction costs (including
payment of $7,350,000 of deferred underwriting commissions), or the targets business itself, including its assets, liabilities,
management and prospects. For instance, the potential dilution experienced by holders of our Ordinary Shares may be mitigated if the
business combination agreement is structured such that the potential dilutive impact of the Founder Shares is borne by all shareholders
in the pro forma company. | 
|
| 
(2) | Note
that redemptions of our Public Shares in connection with our initial business combination would further reduce the implied value of our
Ordinary Shares. For instance, in this example, if 50% of the Public Shares were redeemed in connection with our initial business combination,
the implied value per Ordinary Share would be $5.08. | 
|
| 
(3) | While
the public shareholders investment is in both the Public Shares and the Warrants, for purposes of this table the full investment
amount is ascribed to the Public Shares only. | 
|
| 
(4) | The
Sponsors total investment in the equity of the Company, inclusive of the Founder Shares and the Sponsors $4,500,000 investment
in the Private Placement Units, is $4,525,000. | 
|
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While the implied value of our Public Shares may
be diluted, the implied value of $7.39 per share in the example above would represent a significant implied profit for our Sponsor relative
to the initial purchase price of the Founder Shares. Our Sponsor invested an aggregate of $4,525,000 in us in connection with the Initial
Public Offering, comprised of the $25,000 purchase price for the Founder Shares and the $4,500,000 purchase price for the Private Placement
Units. At $7.39 per share, the 5,750,000 Founder Shares would have an aggregate implied value of $42,492,500. As a result, even if the
trading price of our Ordinary Shares significantly declines (whether because of a substantial amount of redemptions of our Public Shares
or for any other reason), our Sponsor will stand to make significant profit on its investment in us. In addition, our Sponsor could potentially
recoup its entire investment in us even if the trading price of our Ordinary Shares were as low as $0.787 per share and even if the Private
Placement Shares and Private Placement Warrants are worthless. As a result, our Sponsor is likely to make a substantial profit on its
investment in us even if we select and consummate an initial business combination that causes the trading price of our Ordinary Shares
to decline, while our public shareholders who purchased their Units in the Initial Public Offering could lose significant value in their
public shares. Our Sponsor may therefore be economically incentivized to consummate an initial business combination with a riskier, weaker-performing
or less-established target business than would be the case if our Sponsor had paid the same per share price for the Founder Shares as
our public shareholders paid for their public shares.
****
**Because we are incorporated under the laws
of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your 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 Maples and Calder (Cayman)
LLP, 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.
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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.
**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 your 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 will be issued in registered form
under a warrant agreement between Continental Stock Transfer& 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, (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 will designate the
courts of the State of New York or the United States District Court for the Southern District of New York 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 New York or the United States District Court for
the Southern District of New York, 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. Investors cannot
waive compliance with the federal securities laws and the rules and regulations thereunder. Section 22 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.
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Notwithstanding
the foregoing, these provisions of the warrant agreement will not apply to suits brought to enforce any liability or duty created by
the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive
forum. Any person or entity purchasing or otherwise acquiring any interest in 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 New York or the United States District
Court for the Southern District of New York (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 New York in connection
with any action brought in any such court to enforce the forum provisions (an enforcement action), and (y) having service
of process made upon such warrant holder in any such enforcement action by service upon such warrant 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.
**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 after they become exercisable and prior to their expiration, at a price of
$0.01 per Warrant, provided that the closing price of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for
share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading-day
period ending on the third trading 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 unless an effective registration statement under the Securities
Act covering the Class A ordinary shares issuable upon exercise of the Warrants is effective and a current prospectus relating to those
Class A ordinary shares is available throughout the 30-day redemption period, except if the Warrants may be exercised on a cashless basis
and such cashless exercise is exempt from registration under the Securities Act. If and when the Warrants become redeemable by us, we
may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable
state securities laws. 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. None of the Private Placement Warrants
will be redeemable by us. Because we may redeem the outstanding Warrants held by Public Warrant holders and the Private Placement Warrants
held by the Sponsor are not redeemable by us and are exercisable on a cashless basis, the Sponsor may profit at times when an unaffiliated
security holder cannot profit, such as when the Public Warrants are called for redemption or if the Sponsor chooses to utilize the cashless
exercise option under circumstances where the Public Warrant holders cannot exercise on a cashless basis. Accordingly, there may be actual
or potential material conflicts of interest between our Sponsor on the one hand, and the Public Warrant holders on the other hand.
**Our
Warrants may have an adverse effect on the market price of our Class A ordinary shares and make it more difficult to effectuate our initial
business combination.**
We
issued Warrants to purchase 8,625,000 Class A ordinary shares 225,000 Private Placement Warrants as part of the Private Placement Units.
In addition, if the Sponsor makes any working capital loans, it may convert those loans into additional Private Placement Units, at the
price of $10.00 per Unit. To the extent we issue Ordinary Shares to effectuate a business transaction, the potential for the issuance
of a substantial number of additional Class A ordinary shares upon exercise of these Warrants could make us a less attractive acquisition
vehicle to a target business. Such Warrants, when exercised, will increase the number of issued and outstanding Class A ordinary shares
and reduce the value of the Class A ordinary shares issued to complete the business transaction. Therefore, our Warrants may make it
more difficult to effectuate a business transaction or increase the cost of acquiring the target business.
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**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 Class A ordinary shares to be issued to the
warrant holder. 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.
**The
grant of registration rights to our initial shareholders and holders of our Private Placement Units 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 Class A ordinary
shares.**
Pursuant
to an agreement entered into concurrently with the issuance and sale of the securities in the Initial Public Offering, our initial shareholders,
the holders of our Private Placement Units, and the holders of Private Placement Units that may be issued upon conversion of working
capital loans and their permitted transferees can demand that we register the Class A ordinary shares into which Founder Shares are convertible
and the securities included in the Private Placement Units (including any Private Placement Units that may be issued upon conversion
of working capital loans), such as the Private Placement Shares and the Private Placement Warrants included in such Private Placement
Units, the Class A ordinary shares issuable upon exercise of the Private Placement Warrants and the 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 Class A 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 Class A ordinary shares that is expected when the Ordinary Shares owned by our initial shareholders, holders of our Private Placement
Units or holders of our working capital loans, or their respective permitted transferees are registered.
**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
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 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 and/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.
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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 UnitedStates federal, state, local and non-UnitedStates taxing authorities. This additional
complexity and risk could have an adverse effect on our after-tax profitability and financial condition.
**Holders
of ClassA ordinary shares will not be entitled to vote on the appointment of directors and certain other matters prior to our initial
business combination.**
**
As
holders of our ClassA ordinary shares, our public shareholders will not have the right to vote on the appointment of directors
until after the consummation of our initial business combination. In addition, prior to our initial business combination, holders of
a majority of our Founder Shares may remove a member of the board of directors for any reason. Accordingly, you may not have any say
in the management of our company prior to the consummation of an initial business combination. In addition, prior to the closing of our
initial business combination, only holders of ClassB ordinary shares will have the right to vote on continuing the Company in a
jurisdiction outside of the Cayman Islands (including any special resolution required to amend the constitutional documents of the Company
or to adopt new constitutional documents of the Company, in each case, as a result of the Company approving a transfer by way of continuation
in a jurisdiction outside of the Cayman Islands).
**You
will not be permitted to exercise your Warrants unless we register and qualify the underlying Class A ordinary shares or certain exemptions
are available.**
If
the issuance of the Class A 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 Class A ordinary shares included in the Units.
We
have agreed that, as soon as practicable, but in no event later than 20 business days, after the closing of our initial business combination,
we will use commercially reasonable efforts to file with the SEC a post-effective amendment to the Initial Public Offering registration
statement or a new registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon
exercise of the Warrants. We will use commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness
of such registration statement, and a current prospectus relating thereto 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 prospectus, the financial statements contained
or incorporated by reference therein are not current or correct or the SEC issues a stop order.
If
a registration statement covering the Class A ordinary shares issuable upon exercise of the Warrants is not effective by the 60thbusiness
day after the closing of our initial business combination, warrant holders may, until such time as there is an effective registration
statement and during any period when we 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.
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.
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If
our 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 covered securities under Section 18(b)(1) of the Securities Act, we may, at our 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 we so elect, we will not be required to file or maintain in effect a registration statement and
in the event we do not so elect, we will use commercially reasonable efforts to register or qualify the shares underlying the Warrants
under applicable blue sky laws to the extent an exemption is not available.
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 blue sky 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 Class A 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 Section 3(a)(9) of the Securities Act:
(i) if the Class A 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 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 covered securities under Section
18(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 Class A
ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the Warrants,
multiplied by the excess of the fair market value of our Class A 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 Class A ordinary shares for the 10 trading days ending on the third trading 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 Class A ordinary shares from such exercise than if you were to exercise such Warrants for cash.
**A
provision of our warrant agreement may make it more difficult for us to consummate an initial business combination.**
****
Unlike
most blank check companies, 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 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 on the date of the consummation of our initial business combination (net of redemptions);
and | 
|
| 
(iii) | the
Market Value 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 price 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.
**General
Risk Factors**
****
**We
are a recently incorporated 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 recently incorporated company under the laws of the Cayman Islands. 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 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.
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**Past
performance by our management team or their respective affiliates may not be indicative of future performance of an investment in us.**
**
Information
regarding performance by, or businesses associated with, our management team or businesses associated with them is presented for informational
purposes only. Past performance by our management team 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 locate a suitable candidate for our initial business combination. You should not
rely on the historical record of the performance of our management teams or businesses associated with them as indicative of our
future performance of an investment in us or the returns we will, or is likely to, generate going forward.
**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 U.S.Holder of our ClassA 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. A U.S. Holder is a beneficial owner of Units, Class A ordinary shares or Warrants who or that is, for U.S. federal
income tax purposes: an individual who is a citizen or resident of the United States; a corporation (or other entity taxable as a corporation)
organized in or under the laws of the United States, any state thereof or the District of Columbia; an estate whose income is subject
to United States federal income tax regardless of its source; or a trust, if (i) a court within the United States is able to exercise
primary supervision over the administration of the trust and one or more United States persons (as defined in the Code) have authority
to control all substantial decisions of the trust or (ii) it has a valid election in effect under Treasury Regulations to be treated
as a United States person. Our PFIC status for our current and subsequent taxable years may depend on 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 our current taxable year or any subsequent taxable year. Our actual PFIC status for any taxable year, however,
will not be determinable until after the end of any 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.
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**A
1% U.S.federal excise tax on stock buybacks could be imposed on redemptions of our stock if we were to become a covered
corporation in the future.**
**
The
Inflation Reduction Actof2022, among other things, generally imposes a 1% U.S.federal excise tax (the Excise
Tax) on certain repurchases of stock by covered corporations (which include publicly traded domestic (i.e., U.S.)
corporations and certain domestic subsidiaries of publicly traded foreign (i.e., non-U.S.) corporations) occurring on or after January
1, 2023. The Excise Tax is imposed on the repurchasing corporation itself, not its shareholders from which the stock is repurchased.
The amount of the Excise Tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However,
for purposes of calculating the Excise Tax, repurchasing corporations are permitted to net the fair market value of certain new stock
issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the
Excise Tax. The U.S.Department of the Treasury (the Treasury) has authority to provide regulations and other guidance
to carry out, and prevent the abuse or avoidance of, the Excise Tax. In Decemberof 2022, the Treasury issued a notice that provides
interim operating rules for the Excise Tax, including rules governing the calculation and reporting of the Excise Tax. In April of 2024,
the Treasury and the IRS issued proposed Treasury regulations that provide proposed operating rules for the Excise Tax, including rules
governing the computation of the Excise Tax, on which taxpayers may rely until the proposed Treasury regulations are finalized, and in
June of 2024, the Treasury and IRS issued final Treasury regulations on the reporting and payment (but not the computation) of the Excise
Tax. In the proposed Treasury regulations, the Treasury exempts from the Excise Tax any distributions by a covered corporation in the
same year it completely liquidates within the meaning of either Section 331 or Section 332(a) (but not both) of the U.S. Internal Revenue
Code of 1986, as amended (the Code), which includes distributions that occur in connection with redemptions. Under the
proposed Treasury regulations, the Excise Tax may be applicable to redemptions by a covered corporation in connection with (i) a liquidation
that is not a complete liquidation within the meaning of either Section 331 or Section 332(a) of the Code, (ii) an extension,
depending on the timing of the extension relative to when the covered corporation consummates an initial business combination or liquidates
and (iii) an initial business combination, depending on the structure of the initial business combination. Although the proposed Treasury
regulations clarify certain aspects of the Excise Tax, the interpretation and operation of other aspects of the Excise Tax remain unclear.
In addition, although taxpayers generally may rely on the proposed Treasury regulations until they are finalized, there is no assurance
that the proposed Treasury regulations will be finalized in their current form, and therefore, the Excise Tax might apply to a future
transaction undertaken by us (including after a business combination) in a manner that is different than described in the proposed Treasury
regulations.
We
are currently not a covered corporation for purposes of the Excise Tax. If we were to become a covered corporation
in the future, whether in connection with the consummation of our initial business combination with a U.S.company (including if
we were to redomicile as a U.S.corporation in connection therewith) or otherwise, whether and to what extent we would be subject
to the Excise Tax on a redemption of our stock would depend on a number of factors, including (i)whether the redemption is treated
as a repurchase of stock for purposes of the Excise Tax, (ii)the fair market value of the redemption treated as a repurchase of
stock, (iii)the structure of our initial business combination, (iv)the nature and amount of any PIPE or other
equity issuances (whether in connection with our initial business combination or otherwise) issued within the same taxable year of a
redemption treated as a repurchase of stock and (v)the content of final regulations and other guidance from the Treasury. As noted
above, the Excise Tax would be payable by the repurchasing corporation, and not by the redeeming holder. The imposition of the Excise
Tax on us as a result of redemptions by us could, however, reduce the amount of cash available to pay redemptions or reduce the cash
available to the target business in connection with our initial business combination, which could cause investors in our securities who
do not redeem or the other shareholders of the combined company to economically bear the impact of such Excise Tax. However, 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 fees or taxes that may be levied on the Company on any redemptions or share buybacks by the Company pursuant
to any current, pending or future rules or laws, including without limitation any Excise Tax, prior to the release of such funds from
the trust account following our initial business combination.
**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
Section 404 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 $700,000,000 as of any
June30 before that time, in which case we would no longer be an emerging growth company as of the following December31. 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.
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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 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 $250,000,000 as of the prior June30, or (2)our
annual revenues equaled or exceeded $100,000,000 during such completed fiscal year and the market value of our Ordinary Shares held by
non-affiliates is equal to or exceeds $700,000,000 as of the prior June30.
**We
employ a mail forwarding service, which may delay or disrupt our ability to receive mail in a timely manner**
**
Mail
addressed to the Company and received at its registered office will be forwarded unopened to the forwarding address supplied by us. None
of the Company, its directors, officers, advisors or service providers (including the organization which provides registered office services
in the Cayman Islands) will bear any responsibility for any delay howsoever caused in mail reaching the forwarding address, which may
impair your ability to communicate with us.
**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 director, officer or other employee to 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.
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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.
**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. However, we do depend on the digital technologies
of third parties, and as noted in *Item 1A. Risk Factors* of this Form 10-K, any sophisticated and deliberate attacks
on, or security breaches in, systems or infrastructure or the cloud that we utilize, including those of third parties, could lead to corruption
or misappropriation of our assets, proprietary information and sensitive or confidential data. 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, and we
have no personnel or processes of our own for this purpose. Our board of directors oversees risk for our Company, and before we make filings
with the SEC, our board of directors reviews our risk factors, including the descriptions of the risks we face from cybersecurity threats,
as described in *Item 1A. Risk Factors* of this Form 10-K.
****
**Item
2. Properties**
****
Our
executive offices are located at PO Box 2248, Darien, Connecticut 06820. We pay our Sponsor for office and administrative services provided
to members of our management team in an amount equal to $30,000 per month. Upon completion of our initial business combination or our
liquidation, we will cease paying these monthly fees. We consider our current office space adequate for our current operations.
**Item
3. Legal Proceedings**
****
We
are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against
us or any of our officers or directors in their corporate capacity.
**Item
4. Safety Disclosures**
****
Not
applicable.
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****
**PART
II**
****
**Item
5. Market for Registrants Shareholders equity, Related Shareholder Matters and Issuer Purchases of Equity Securities**
****
**Market
Information**
Our
Units, Class A ordinary shares and Warrants are traded on Nasdaq under the symbols SOCAU, SOCA and SOCAW,
respectively.
**Holders**
As of March
20, 2026, there were two holders of record of our Units, one holder of record of our Class A ordinary shares, one holder of record of
our Warrants and one holder of record for our Class B ordinary shares. 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 even if we have substantial assets outside the Trust Account. Our amended and restated memorandum and articles
of association provides that, prior to the completion of our initial business combination, no dividends or other distributions will be
payable on our Class A ordinary shares from assets held outside the Trust Account, and no additional sums will be deposited into the
Trust Account following the completion of the Initial Public Offering, unless approved by the written consent of the holders of not less
than two-thirds of our Class B ordinary shares. The payment of cash dividends following the completion of our initial business combination
will be within the discretion of our board of directors at such time and will be dependent upon our revenues and earnings, if any, capital
requirements and general financial condition at such time. There is no certainty we will be in a position to, or decide to, pay cash
dividends after completing any business combination. Further, if we incur any indebtedness in connection with our initial business combination,
our ability to declare dividends following completion of our initial business combination 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; Use of Proceeds from Registered Offerings**
On
April 4, 2025, our Sponsor purchased an aggregate of 5,750,000 Founder Shares in exchange for a capital contribution of $25,000, or approximately
$0.004 per share.
On
July 17, 2025, we consummated our Initial Public Offering of 17,250,000 Units, including the issuance of 2,250,000 Over-Allotment Option
Units as a result of the underwriters exercise of Over-Allotment Option. The Units and Over-Allotment Option Units were sold at
an offering price of $10.00 per Unit, generating total gross proceeds of $172,500,000. Stifel, Nicolaus & Company, Incorporated,
acted as the book-running manager. The securities sold in the Initial Public Offering were registered under the Securities Act on a registration
statement on Form S-1 (No. 333-288078). The SEC declared the registration statement effective on July 15, 2025.
Simultaneously
with the consummation of the Initial Public Offering, we consummated the private placement of 450,000 Private Placement Units to the
Sponsor at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds of $4,500,000. Such securities were issued
pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
Of
the gross proceeds received from the Initial Public Offering, including the Over-Allotment Option Units and the private placement of
Private Placement Units, $173,362,500 was placed in the Trust Account.
Transaction
costs of the Initial Public Offering amounted to $9,458,142, consisting of $1,500,000 of net upfront underwriting discounts ($3,000,000
of upfront underwriting discounts less $1,500,000 reimbursement from the underwriters), $7,350,000 of deferred underwriting fees and
$608,142 of other offering costs.
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**Item
6.[Reserved]**
****
**Item
7.Managements Discussion and Analysis of Financial Condition and Results of Operations**
****
*The
following discussion and analysis of the Companys financial condition and results of operations should be read in conjunction
with the financial statements and the notes thereto contained elsewhere in this Form 10-K. Certain information contained in the discussion
and analysis set forth below includes forward-looking statements that involve risks and uncertainties.*
**Forward
Looking Statements**
All
statements other than statements of historical fact included in this Form 10-K including, without limitation, statements under Managements
Discussion and Analysis of Financial Condition and Results of Operations regarding the Companys financial position, business
strategy and the plans and objectives of management for future operations, are forward-looking statements. When used in this Form 10-K,
words such as anticipate, believe, estimate, expect, intend and
similar expressions, as they relate to us or the Companys management, identify forward-looking statements. Such forward-looking
statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Companys
management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors
detailed in our filings with the SEC.
The
following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial
statements and the notes thereto contained elsewhere in this Form 10-K. Certain information contained in the discussion and analysis
set forth below includes forward-looking statements that involve risks and uncertainties.
**Overview**
We
are a blank check company incorporated on April 1, 2025 as a Cayman Islands exempted company for the purpose of effecting a merger, share
exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. We have not
selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions
directly or indirectly, with any business combination target with respect to an initial business combination with us.
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 Placement Units, the proceeds of the sale of our shares in connection with our initial business combination (pursuant
to forward purchase agreements or backstop agreements we may enter into following the consummation of 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.
The
issuance of additional shares in connection with a business combination to the owners of the target or other investors:
| 
| may
significantly dilute the equity interest of our public shareholders, which dilution would increase if the anti-dilution provisions in
the Founder Shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Founder
Shares; | 
|
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| 
| 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; | 
|
| 
| could
cause a change in control if a substantial number of our 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
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; and | 
|
| 
| may
adversely affect prevailing market prices for our Units, Class A ordinary shares and/or Warrants. | 
|
Similarly,
if we issue debt securities or otherwise incur significant debt to bank or other lenders or the owners of a target, it could result in:
| 
| default
and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations; | 
|
| 
| 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. | 
|
As
indicated in the accompanying financial statements, at December 31, 2025, we had an unrestricted cash balance of $1,229,956 as well as
Money Market Funds held in the Trust Account of $175,986,308. Further, we expect to incur significant costs in the pursuit of our initial business
combination. We cannot assure you that our plans to raise capital or to complete our initial business combination will be successful.
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**Results
of Operations**
We
have neither engaged in any operations nor generated any revenues to date. Our only activities since inception have been organizational
activities and those necessary to prepare for the Initial Public Offering. We will not generate any operating revenues until after completion
of our initial business combination. We have generated non-operating income in the form of interest income on cash and cash equivalents
after the Initial Public Offering. There has been no significant change in our financial or trading position and no material adverse
change has occurred since the date of our audited financial statements. We expect to incur increased 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 April 1, 2025 (inception) through December 31, 2025, we had net income of $2,088,460, which consisted of income on Money Market Funds
held in the Trust Account of $2,623,808 and dividend and interest income of $20,075, and offset by formation, general and administrative
expenses of $391,875 and administrative expense related party of $163,548.
Through
December31, 2025 our efforts have been limited to organizational activities, activities relating to the Initial Public Offering,
activities relating to identifying and evaluating prospective acquisition candidates and activities in connection with the initial business
combination. As of December31, 2025, $175,986,308 was held in the Trust Account (including $7,350,000 of deferred underwriting
commissions). We had cash outside of the Trust Account of $1,229,956 and $257,619 in accounts payable, accrued expenses, and due to related
party.
**Liquidity
and Capital Resources**
Our
liquidity needs have been satisfied prior to the completion of the Initial Public Offering through receipt of a $25,000 capital contribution
from the Sponsor in exchange for the issuance of the Founder Shares to the Sponsor and up to $400,000 in available loans from the Sponsor.
This loan is non-interest bearing and unsecured and was due at the earlier of December 31, 2025 or the closing of the Initial Public
Offering (the Promissory Note). On July 17, 2025, the Promissory Note was repaid in full.
On
July 17, 2025, we consummated our Initial Public Offering of 17,250,000 Units, including the issuance of 2,250,000 Over-Allotment Option
Units as a result of the underwriters exercise of Over-Allotment Option at $10.00 per Unit and a private sale of 450,000 Private
Placement Units at a purchase price of $10.00 per Unit, including the exercise of the Over-Allotment Option in full.
A
total of $173,362,500 ($10.05 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering (including the
Over-Allotment Option Units) and certain proceeds from the sale of the Private Placement Units was placed in the Trust Account. The proceeds
are invested only 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. the holding of these assets in this form is intended to be temporary and for the sole
purpose of facilitating the intended business combination and, may at any time be held as cash or cash items, including in demand deposit
accounts at a bank. We will disclose in each quarterly and annual report filed with the SEC prior to our initial business combination
whether the proceeds deposited in the Trust Account are invested in U.S. government treasury obligations or money market funds or a combination
thereof or as cash or cash items, including in demand deposit accounts.
For
the period from April 1, 2025 (inception) through December31, 2025, net cash used in operating activities was $337,059. Net income
of $2,088,460 was affected by income on investments held in the Trust Account of $2,623,808, formation, general and administrative costs
paid by Sponsor under promissory note related party of $27,343, and formation, general and administrative costs paid by Sponsor
in exchange for issuance of Class B ordinary shares of $25,000. Changes in operating assets and liabilities used $145,946 of cash for
operating activities
As
of December31, 2025, $175,986,308 was held in the Trust Account (including $7,350,000 of deferred underwriting commissions). We
intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust
Account (excluding deferred underwriting commissions) to complete our initial business combination. We may withdraw interest for permitted
withdrawals. Our annual income tax obligations will depend on the amount of interest and other income earned on the amounts held in the
Trust Account. We expect the interest earned on the amount in the Trust Account, plus permitted withdrawals, will be sufficient to pay
our income taxes, if any, and our working capital requirements. To the extent that our equity or debt is used, in whole or in part, as
consideration to complete our initial 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.
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Prior
to the completion of our initial business combination, we will have available to us the approximately $250,000 of proceeds held outside
the Trust Account plus permitted withdrawals. We will use these funds to primarily identify and evaluate target businesses, perform business
due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses
or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure,
negotiate and complete a business combination.
We
do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business prior to
our initial business combination. However, if our estimates of the costs of identifying a target business, undertaking in-depth due diligence
and negotiating an initial business combination are less than the actual amount necessary to do so, we may have insufficient funds available
to operate our business prior to our initial business combination. In order to fund working capital deficiencies or finance transaction
costs in connection with an intended initial business combination, the Sponsor or an affiliate of the Sponsor or certain of our officers
and directors may, but are not obligated to, loan us funds as may be required. If we complete our initial business combination, we would
repay such loaned amounts. In the event that our initial business combination does not close, we may use 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.
Such loans may be convertible into Private Placement Units of the post business combination entity at a price of $10.00 per Unit at the
option of the lender. 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 the Sponsor
or an affiliate of the Sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any
and all rights to seek access to funds in our Trust Account.
We
expect our primary liquidity requirements during that period to include approximately $489,000 for legal, accounting, due diligence,
travel and other expenses associated with structuring, negotiating and documenting successful business combinations, and approximately
$81,000 for Nasdaq fees and approximately $300,000 for director and officer liability insurance premiums. We will also pay our Sponsor
for office and administrative services provided to members of our management team in an amount equal to $30,000 per month.
These
amounts are estimates and may differ materially from our actual expenses. In addition, we could use a portion of the funds not being
placed in trust to pay commitment fees for financing, fees to consultants to assist us with our search for a target business or as a
down payment or to fund a no-shop provision (a provision 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 an agreement where we paid
for the right to receive exclusivity from a target business, the amount that would be used as a down payment or to fund a no-shop
provision would be determined based on the terms of the specific business combination and the amount of our available funds at the time.
Our forfeiture of such funds (whether as a result of our breach or otherwise) could result in our not having sufficient funds to continue
searching for, or conducting due diligence with respect to, prospective target businesses.
Moreover,
we may need to obtain additional financing to complete our initial business combination, either because the transaction requires more
cash than is available from the proceeds held in our Trust Account or because we become obligated to redeem a significant number of our
Public Shares upon completion of the business combination, in which case we may issue additional securities or incur debt in connection
with such business combination. 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 Placement 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. We may also obtain
financing prior to the closing of our initial business combination to fund our working capital needs and transaction costs in connection
with our search for and completion of our initial business combination. 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 consummation of the
Initial Public Offering. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously
with the completion of our initial business combination. 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. In addition, following our initial business
combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.
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**Controls
and Procedures**
We
are required to maintain an effective system of internal controls as defined by Section 404 of theSarbanes-Oxley Actand to
comply with the internal control requirements of theSarbanes-Oxley Actbeginning with this Form 10-K for the fiscal year ended
December 31, 2026. Only in the event that we are deemed to be a large accelerated filer or an accelerated filer and no longer an
emerging growth company would we be required to comply with the independent registered public accounting firm attestation requirement.
Further, for as long as we remain an emerging growth company as defined in the JOBS Act, we intend 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 independent registered public accounting firm attestation requirement.
We
have not yet completed an assessment, nor did our independent registered public accounting firm test our systems, of internal controls.
We expect to assess the internal controls of our target business or businesses prior to the completion of our initial business combination
and, if necessary, to implement and test additional controls as we may determine are necessary in order to state that we maintain an
effective system of internal controls. A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding
the adequacy of internal controls. Many small and mid-sized target businesses we may consider for our initial business combination may
have internal controls that need improvement in areas such as:
| 
| staffing
for financial, accounting and external reporting areas, including segregation of duties; | 
|
| 
| reconciliation
of accounts; | 
|
| 
| proper
recording of expenses and liabilities in the period to which they relate; | 
|
| 
| evidence
of internal review and approval of accounting transactions; | 
|
| 
| documentation
of processes, assumptions and conclusions underlying significant estimates; and | 
|
| 
| documentation
of accounting policies and procedures. | 
|
Because
it will take time, management involvement and perhaps outside resources to determine what internal control improvements are necessary
for us to meet regulatory requirements and market expectations for our operation of a target business, we may incur significant expenses
in meeting our public reporting responsibilities, particularly in the areas of designing, enhancing, or remediating internal and disclosure
controls. Doing so effectively may also take longer than we expect, thus increasing our exposure to financial fraud or erroneous financing
reporting.
Once
our managements report on internal controls is complete, we will retain our independent registered public accounting firm to audit
and render an opinion on such report when required by Section 404 of the Sarbanes-Oxley Act. The independent registered public accounting
firm may identify additional issues concerning a target businesss internal controls while performing their audit of internal control
over financial reporting.
**Quantitative
and Qualitative Disclosures about Market Risk**
The
proceeds held in the Trust Account are initially invested only 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; the holding of these assets in this form
is intended to be temporary and for the sole purpose of facilitating the intended business combination. and, may at any time be held
as cash or cash items, including in demand deposit accounts at a bank. We will continue to disclose in each quarterly and annual report
filed with the SEC prior to our initial business combination whether the proceeds deposited in the Trust Account are invested in U.S.
government treasury obligations or money market funds or a combination thereof or as cash or cash items, including in demand deposit
accounts. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate
risk.
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**Related
Party Transactions**
**Founder
Shares**
On
April 4, 2025, our Sponsor purchased an aggregate of 5,750,000 Founder Shares in exchange for a capital contribution of $25,000, or approximately
$0.004 per share.
The
Sponsor and the Companys executive officers and directors have agreed, subject to limited exceptions, not to transfer, assign
or sell any of their Founder Shares until the earlier to occur of (i)180 days after the completion of our initial business combination
and (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 and our Sponsor has agreed not to transfer, assign or sell any of its Private Placement Units (including
the securities comprising such Units) until 30days after the completion of our initial business combination.
**Promissory
Note**
On
April3, 2025, the Company and the Sponsor entered into a promissory note (the Promissory Note), whereby the Sponsor
agreed to loan the Company an aggregate of up to $400,000to cover expenses related to the Initial Public Offering. The Promissory
Note was non-interest bearing and payable on the earlier of December 31, 2025, or the date on which the Company consummated the Initial
Public Offering. As of July 17, 2025, the Company had borrowed $223,827under the Promissory Note. On July 17, 2025, the Company
paid $249,981to the Sponsor, resulting in an overpayment of $26,154that was recorded as a due from related party. On September
30, 2025, the Sponsor paid the Company $26,154. As a result, the related party receivable has been reduced to $0. The Promissory Note
was non-interest bearing and no amounts are outstanding as of December 31, 2025. Borrowings under the Promissory Note are no longer available.
**Administrative
Services and Indemnification Agreement**
On
July 15, 2025, the Company entered into an Administrative Services and Indemnification Agreement with the Sponsor, Cambridge and Alumia
(the Administrative and Indemnification Agreement). The Company agreed to pay the Sponsor $30,000per month for office
and administrative services and to provide indemnification to the Sponsor, Cambridge, and Alumia from any claims (i) arising out of or
relating to the Initial Public Offering or the Companys operations or conduct of the Companys business, (ii) in respect
of any investment opportunities sourced by the Sponsor, Cambridge, Alumia and their affiliates, and/or (iii) any claim against our Sponsor,
Cambridge or Alumia alleging any expressed or implied management or endorsement by our Sponsor, Cambridge or Alumia of any of the Companys
activities or any express or implied association between our Sponsor, Cambridge or Alumia and the Company or any of its affiliates, which
agreement provides that the indemnified parties cannot access the funds held in our Trust Account.
For
the period from April 1, 2025 (inception) through December 31, 2025, the Company incurred $163,548 in administrative services expenses
under the Administrative Services and Indemnification Agreement.
****
**Related
Party Loan**
In
order to finance transaction costs in connection with our initial business combination, the Sponsor or an affiliate of the Sponsor, or
the Companys officers and directors may, but are not obligated to, loan the Company funds as may be required (Working Capital
Loans). If the Company completes its initial business combination, the Company would repay the Working Capital Loans. In the event
that the initial business combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay
the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Any Working Capital
Loans are convertible into private placement-equivalent units of the post-business combination entity at a price of $10.00per Unit
(Working Capital Units) at the option of the lender. As of September 30, 2025, the Company had no Working Capital Loans.
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**Off-BalanceSheet
Arrangements**
We
have no obligations, assets or liabilities, which would be consideredoff-balancesheet arrangements as of December31,
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 facilitatingoff-balancesheet arrangements.
We have not entered into anyoff-balancesheet financing arrangements, established any special purpose entities, guaranteed
any debt or commitments of other entities, or purchased anynon-financialassets.
**Contractual
Obligations**
We
do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities.
*Registration
Rights*
**
The
holders of the (i)Founder Shares, (ii)Private Placement Units (including the securities comprising such Units), and (iii)Working
Capital Units (including the securities comprising such Units) that may be issued upon conversion of working capital loans are entitled
to registration rights, requiring the Company to register such securities and any of the other securities they hold or acquire prior
to the consummation of the initial business combination for resale. The holders of these securities 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 initial business combination. The
Company will bear the expenses incurred in connection with the filing of any such registration statements.
*Underwriting
Agreement*
**
The
Company granted the underwriters a 45-day option from the date of the Initial Public Offering to purchase up to an additional2,250,000Over-Allotment
Option Units to cover over-allotments, if any. On July 17, 2025, the underwriters fully exercised their Over-Allotment Option.
The
underwriters were entitled to2.0% of the gross proceeds of the Initial Public Offering, excluding the gross proceeds pursuant to
the Over-Allotment Option, or $3,000,000, paid to the underwriters upon the closing of the Initial Public Offering in the form of a cash
underwriting discount. The underwriters made a payment to us at the closing of the Initial Public Offering to reimburse certain of our
expenses and fees in connection with the Initial Public Offering, including certain expenses and fees incurred following the consummation
of the Initial Public Offering, in an amount equal to 1.0% of the aggregate gross proceeds of the offering, including any proceeds from
the exercise of the Over-Allotment Option; provided, however that the expense reimbursement attributable to the aggregate gross proceeds
from the exercise of the Over-Allotment Option was deferred and will be paid to us at the closing of an initial business combination
only if the underwriters deferred commissions, including any underwriting fee payable pursuant to the exercise of the Over-Allotment
Option, has been paid to the underwriters at the closing of such initial business combination. On July 17, 2025, as part of the closing
of the Initial Public Offering, the Company received reimbursement from the underwriters of $1,500,000.
In
addition, the underwriters have agreed to defer underwriting commissions of4.0% of the gross proceeds of the Initial Public Offering
(excluding the gross proceeds pursuant to the exercise of the underwriters Over-Allotment Option) and6.0% of the gross proceeds
pursuant to the exercise of the underwriters Over-Allotment Option. Upon and concurrently with the completion of a business combination,
up to $7,350,000, which constitutes the underwriters deferred commissions, will be paid to the underwriters from the funds held
in the Trust Account as follows: (i) a cash payment of $2,000,000and (ii) up to $5,350,000of the aggregate gross proceeds
of the Initial Public Offering, representing the remaining deferred commissions, which will be reduced based on the percentage of total
funds from the Trust Account released to pay redeeming shareholders.
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**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 periods 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.
*Warrant
Instruments*
The
Company accounts for the Public and Private Warrants issued in connection with its initial public offering and the private placement
in accordance with the guidance contained in FASB ASC Topic 815, Derivatives and Hedging. Accordingly, the Company evaluated
and classified the warrant instruments under equity treatment at their assigned values. The fair value of Public Warrants was determined
using Black-Scholes Simulation Model. The Public Warrants have been classified within shareholders deficit and will not require
remeasurement after issuance. The key inputs used in the valuation of the Public Warrants are as follows:
| 
| | 
July 17, 2025 | | |
| 
Implied ordinary share price | | 
$ | 9.86 | | |
| 
Exercise price | | 
$ | 11.50 | | |
| 
Simulation term (years) | | 
| 6.75 | | |
| 
Risk-free rate | | 
| 4.19 | % | |
| 
Estimated implied volatility | | 
| 2.80 | % | |
| 
Market adjustment | | 
| 30.20 | % | |
| 
Calculated value per warrant | | 
$ | 0.36 | | |
**
*Ordinary
Shares Subject to Possible Redemption*
We
account for our ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (ASC)
Topic 480 Distinguishing Liabilities from Equity. Ordinary shares subject to mandatory redemption are classified as a liability
instrument and measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights
that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our
control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders equity. Our ordinary
shares feature certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future
events. Accordingly, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of
the shareholders deficit section of our balance sheet.
****
*Net
(Loss) Income Per Ordinary Share*
Net
(loss) income per ordinary share is computed by dividing net (loss) income by the weighted average number of ordinary shares outstanding
for the period. Subsequent measurement of the redeemable Class A ordinary shares is excluded from (loss) income per ordinary share as
the redemption value approximates fair value. We calculate our earnings per share to allocate net income pro rata to Class A and Class
B ordinary shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of ordinary
shares share pro rata in the income of our Company.
****
**Recent
Accounting Standards**
****
In
November2023, the FASB issued ASU2023-07, Segment Reporting (Topic280): Improvements to Reportable Segment Disclosures
(ASU2023-07). 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 Topic280 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 Topic280. The ASU is effective for fiscalyears beginning
after December15, 2023, and interim periods within fiscalyears beginning after December15, 2024, with early adoption
permitted. The Company adopted ASU2023-07on April 1, 2025, the date of its incorporation.
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In
December 2023, the FASB issued Accounting Standards Update 2023-09, Improvements to Income Tax Disclosures (ASU
2023-09), which provides for additional disclosures primarily related to the income tax rate reconciliations and income taxes
paid. ASU 2023-09 requires entities to annually disclose the income tax rate reconciliation using both amounts and percentages, considering
several categories of reconciling items, including state and local income taxes, foreign tax effects, tax credits and nontaxable or nondeductible
items, among others. Disclosure of the reconciling items is subject to a quantitative threshold and disaggregation by nature and jurisdiction.
ASU 2023-09 also requires entities to disclose net income taxes paid or received to federal, state and foreign jurisdictions, as well
as by individual jurisdiction, subject to a five percent quantitative threshold. ASU 2023-09 may be adopted on a prospective or retrospective
basis and is effective for fiscal years beginning after December 15, 2024 with early adoption permitted. The Company is currently assessing
the impact, if any, that ASU 2023-09 would have on its financial position, results of operations or cash flows
Management
does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material
effect on our consolidated financial statements.
**Item
7A. Quantitative and Qualitative Disclosures about Market Risk**
****
Not
applicable.
**Item
8.Financial Statements and Supplementary Data**
****
Reference
is made to pages F-1 through F-22 comprising a portion of this Form 10-K.
**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 are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed
under the Exchange Act, such as this Form 10-K, is recorded, processed, summarized, and reported within the time period specified in
the SECs rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated
and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely
decisions regarding required disclosure. Our management evaluated, with the participation of our current chief executive officer and
vice president of finance (our Certifying Officers), the effectiveness of our disclosure controls and procedures as of
December 31, 2025, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our Certifying Officers concluded that,
as of December 31, 2025, our disclosure controls and procedures were effective.
We
do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and
procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the
disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there
are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure
controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all
our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain
assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated
goals under all potential future conditions.
**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 changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange
Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.
**Item
9B. Other Information**
****
None.
**Item
9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections**
****
Not
applicable.
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****
**PART
III**
****
**Item
10. Directors, Executive Officers and Corporate Governance.**
****
**Directors
and Executive Officers**
Our
officers and directors are as follows:
| 
Name | 
| 
Age | 
| 
Position | |
| 
Richard
H. Haywood, Jr. | 
| 
63 | 
| 
Chief
Executive Officer | |
| 
Anthony
DeLuca | 
| 
63 | 
| 
Chief
Financial Officer and Chief Operating Officer | |
| 
Mohsen
Fahmi | 
| 
69 | 
| 
Chairman | |
| 
David
W. Abbott | 
| 
53 | 
| 
Director | |
| 
James
Abbott | 
| 
57 | 
| 
Director | |
| 
Michael
J. Giarla | 
| 
56 | 
| 
Director | |
| 
Deborah
Kuenstner | 
| 
67 | 
| 
Director | |
| 
Patrick
Pagni | 
| 
75 | 
| 
Director | |
**Richard
H. Haywood, Jr.**has been our Chief Executive Officer since April 2025. Mr. Haywood brings over 30 years of global investment
banking and private equity experience from some of the worlds largest financial institutions. Since 2010, Mr. Haywood has served
as a co-owner and managing director of Cambridge International Partners LLC, a Stamford, Connecticut-based investment banking firm focused
on providing mergers and acquisitions advisory services to the asset and wealth management industries. In this capacity, Mr. Haywood
has originated and executed numerous mergers and acquisitions assignments for both asset and wealth managers. Prior to Cambridge, from
2004 to 2007, Mr. Haywood served as executive vice president of Asset Management Finance, a company which invested in asset management
firms using a proprietary revenue sharing structure. In this capacity, Mr. Haywood was responsible for managing the day-to-day operations
of the company and co-leading the origination and deal execution functions, while being a member of the investment committee. Prior to
Asset Management Finance, from 1999 to 2003, Mr. Haywood worked in the investment banking group of Lehman Brothers Holdings Inc. (Lehman
Brothers), where he was a Director focused on asset management. Prior to Lehman Brothers, from 1991 to 1998, Mr. Haywood worked
in the investment banking group of Goldman Sachs, where he was a Vice President focused on asset management. Mr. Haywood holds a Master
of Management degree, with distinction, from the Kellogg School of Management at Northwestern University and a Bachelor of Science and
Business Administration degree from the University of North Carolina at Chapel Hill.
****
**Anthony
DeLuca**has been our Chief Financial Officer and Chief Operating Officer since April 2025. Mr. DeLuca brings over 40 years
of global finance and infrastructure experience in the financial services industry. He began his career in public accounting serving
a wide range of global financial institutions in assurance, audit and advisory roles. From 2006 to 2022, Mr. DeLuca spent 15 years at
Moore, where he was a member of its board and served as chief financial officer. During his time at Moore, he was responsible for various
functions including finance, treasury, accounting, operations, technology and facilities. Mr. DeLuca was instrumental in helping Moore
successfully navigate the financial crisis and the companys subsequent registration with global regulators. He also was Moores
representative at the Managed Funds Association where he served two terms on its board and executive committee. Prior to joining Moore
in 2006, Mr. DeLuca spent eight years at Morgan Stanley. His career with Morgan Stanley began as the chief financial officer of its investment
management business where he was responsible for the post-merger integration of several asset management companies as a result of Morgan
Stanleys acquisition of Van Kampen and Miller Anderson along with its subsequent merger with Dean Witter. The resulting merger
and acquisitions took the business from $35 billion in assets under management to over $400 billion in assets under management in a short
period of time. Mr. DeLuca was then asked to take the position of Global Audit Director to restructure the department to assist Morgan
Stanleys board and management committee with the changing regulatory and control environment following the adoption of Sarbanes-Oxley.
During his over three years as Global Audit Director, he restructured processes and procedures while reconstituting the global staff
from 120 to over 300 employees in ten global cities. While at Morgan Stanley, Mr. DeLuca was a member of the board of directors of various
funds and partnerships. Prior to joining Morgan Stanley, Mr. DeLuca was a partner in the financial services practice of Ernst and Young.
While at Ernst and Young, he served multinational clients including investment management firms (alternatives, mutual funds, fund of
funds and partnerships), investment banks, broker dealers, commodities and energy companies on assurance and advisory engagements. Mr.
DeLuca has conducted extensive risk management and trading reviews of international investment and commodities companies. He has also
managed and led M&A due diligence engagements for investment funds involved in venture capital, private equity, real estate, energy
and energy derivatives businesses. Mr. DeLuca served as a director for the DTCC/Deriv Serv, DTCC Data Repository (U.S) LLC and DTCC Derivatives
Repository Ltd business which were formed to address the needs of the financial industry due to regulatory changes following the 2008
financial crisis.
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**Mohsen
Fahmi**has been our Chairman since April 2025. Mr. Fahmi brings over 40 years of global finance experience in both developing
and developed economies. Throughout his career, he amassed significant experience in both the U.S. and Europe. His experience was with
some of the oldest, largest and most respected financial institutions in the world including the World Bank, J.P. Morgan, Goldman Sachs,
Salomon Brothers, Tokai Bank of Europe, Moore, Pacific Investment Management Company (PIMCO) and Sarawak Sovereign Wealth Future Fund.
Mr.
Fahmi has served as a guardian of the board of Sarawak Sovereign Wealth Future Fund since October 2023. From January 2022 to the end
of 2023, Mr. Fahmi was advisor to PIMCO after being, from 2014 to 2021, a managing director of PIMCO and member of its investment committee,
a committee that sets investment views and parameters for the firms close to $2 trillion in assets under management. He was also
responsible for the firms entire enhanced equity business which is a business representing more than $30 billion of assets. Prior
to joining PIMCO in 2014, Mr. Fahmi spent 11 years at Moore. His career at Moore started in London and moved to New York. In addition
to being a senior macro portfolio manager, Mr. Fahmi also spent 3 years as the firms first ever global chief operating officer
responsible for global risk management, trade execution and technology. During his tenure at Moore, Mr. Fahmi also served as a member
of the board of directors of E*Trade, a leading online brokerage and asset management firm with over $50 billion in assets, from July
2013 to August 2014. Prior to joining Moore, Mr. Fahmi held several senior roles in proprietary trading, portfolio management and asset
management with Tokai Bank of Europe, Salomon Brothers Asset Management, Goldman Sachs, J.P. Morgan, and the World Bank Group (working
for the International Finance Corporation as well as the World Bank). Mr. Fahmi is currently retired although he is a founding board
member of the RAIN Foundation (Guernsey), an innovative and disruptive decentralized finance and digital token venture. Additionally,
he is an active investor in venture capital including in FinTech. Mr. Fahmi holds a Masters degree in civil engineering from the
Ohio State University and a Master of Business Administration degree from Stanford University Graduate School of Business.
We
believe Mr. Fahmi is qualified to serve on our board of directors due, among other things, to his extensive financial background and
investment experience in both the U.S. and European markets.
**David
W. Abbott**has served on our board of directors since July 2025. Mr. Abbott brings over 30 years of investment banking and
private equity experience focused on the investment management sector. From 2009 to present, Mr. Abbott has served as co-owner and managing
director, and since 2018, as president, of Cambridge International Partners LLC, a specialist M&A advisor headquartered in Stamford,
CT with a focus on the asset and wealth management industries. Mr. Abbott has originated and executed numerous M&A assignments for
both asset and wealth managers. Prior to Cambridge International Partners, from 2005 to 2007, Mr. Abbott served as senior vice president
of Asset Management Finance, a company backed by Pacific Life, National Bank of Canada and Tokio Marine, which invested in asset and
wealth management firms using a proprietary revenue sharing structure. In this capacity, Mr. Abbott was co-lead of the origination and
deal execution functions. Mr. Abbott joined Asset Management Finance from Cambridge International Partners where he had been vice president
from 2001 through 2004. Prior to joining Cambridge International Partners in 2001, Mr. Abbott worked in the Financial Institutions Group
in investment banking at Goldman Sachs and at Berkshire Global Advisors. Mr. Abbott holds a Master of Business Administration degree
from the Darden Graduate School of Business Administration at the University of Virginia and a Bachelor of Arts degree from Purdue University
Krannert School of Management.
We
believe Mr. Abbott is qualified to serve on our board of directors due, among other things, to his extensive investment experience and
leadership experience.
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**James Abbott**has served on
our board of directors since July 2025. Mr. Abbott brings more than 20 years of asset management and wealth management experience. Mr.
Abbott has established growth platforms for a range of investment management entrepreneurs, businesses, and client-types, currently serving
as Chief Investment Officer at City of London Investment Group, and previously serving as Chief Executive Officer and Chairman of Matthews
Asia since June 2022, and prior to that, as President and Chairman of Carillon Tower Advisers from January 2003 to June 2022. His experience
includes public and private markets, organic and acquisition-led growth, institutional and wealth channels, with a focus on scale, global
reach, and client outcomes. Mr. Abbott has served as President on US mutual fund Boards including Carillon Funds and Matthews Asia Funds,
and as a board member on Luxembourg UCITS, active ETF, and a range of private company boards. Mr. Abbott is a CFA charterholder, a Chartered
Alternative Investments Analyst, and is a Certified Fraud Examiner.
We
believe Mr. Abbott is qualified to serve on our board of directors due, among other things, to his extensive investment experience and
leadership experience.
**Michael
J. Giarla**has served on our board of directors since July 2025. Mr. Giarla brings over 40 years of experience in financial
services, including leading an institutional investment management firm and holding governance roles on the boards of asset management,
investment banking, commercial banking, venture banking and financial technology organizations. He also serves on the investment committees
of several endowments and foundations. Mr. Giarla is chair of the Board of ConnexMarkets, Inc., a financial technology firm he co-founded
in early 2021. In 2019 and 2020 he served as chair of the board of New World Financial Holdings, a holding company with majority control
of a registered investment advisor, an investment bank, and a broker/dealer. He continues to serve the registered investment advisor
(New World Advisors) as a member of the of its advisory board. Mr. Giarla held several leadership positions (including chair of the board
and chief executive officer) with Smith Breeden Associates during his 30-year career with the firm. He engineered the firms sale
to (and integration with) Amundi Asset Management in 2013 and retired from the organization at the end of 2015. Mr. Giarla plays an active
volunteer role on the boards and investment committees of several non-profit organizations including the Center for Community Self Help
(Durham, North Carolina), the Roxbury Latin School (Boston, Massachusetts), the Burroughs Welcome Fund (Research Triangle Park, North
Carolina), the Hill Center (Durham, North Carolina), the Core Knowledge Foundation (Charlottesville, Virginia), Durham Academy (Durham,
North Carolina), and Book Harvest, Inc. (Durham, North Carolina). Mr. Giarla holds a Master of Business Administration (1985) with a
Concentration in Finance from the Stanford University Graduate School of Business, where he was an Arjay Miller Scholar. He earned a
Bachelor of Arts in Statistics, summa cum laude, from Harvard University (1981), where he was elected to Phi Beta Kappa and was a Harvard
Club of Boston Scholar.
We
believe Mr. Giarla is qualified to serve on our board of directors due, among other things, to his extensive investment experience and
board leadership experience.
**Deborah
Kuenstner**has served on our board of directors since July 2025. Ms. Kuenstner brings over 40 years of investment management
experience from large investment firms and asset owners. From 2009 to present, Ms. Kuenstner has served as the chief investment officer
of Wellesley College where she oversees the investment of the Colleges $3 billion endowment across multiple asset classes and
geographies. Prior to Wellesley, from 2007 to 2009, Ms. Kuenstner was the first chief investment officer at Brandeis University. From
2005 to 2006, Ms. Kuenstner was managing director of Research at Fidelity Investments. Prior to Fidelity, Ms. Kuenstner spent eight years
at Putnam Investments where she progressed from senior portfolio manager to chief investment officer of the firms Value group
and eight years at DuPont where she managed the international equity portfolio for the firms pension fund. Ms. Kuenstner served
as a director of Boston Private Financial Holdings from 2008 until its sale to Silicon Valley Bank in 2021. She was also a director of
the Presbyterian Board Pension which oversees the denominations defined benefit pension plan. Ms. Kuenstner is a graduate of Wellesley
College and New York Universitys Stern School of Business.
We
believe Ms. Kuenstner is qualified to serve on our board of directors due, among other things, to her extensive investment experience
and leadership experience.
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[Table of Contents](#TableOfContents)
**Patrick
Pagni**has served on our board of directors since July 2025. Throughout a 45-year career in banking and finance, Mr. Pagni
brings more than 20 years of asset management experience from leading companies like Trust Company of the West and Amundi. He is currently
executive chairman of Lexington Global Distribution Partners, since 2018, a company he co-founded to distribute U.S. and European asset
managers in the U.S. offshore market and a partner in Blue Apple NYC, a New York Real Estate Fund. Prior to Lexington, Patrick was senior
regional officer for North America at Amundi Asset Management from 2010 until 2017, where he orchestrated the acquisition of Smith Breeden
and oversaw the integration of Pioneer. He then served as senior advisor to Amundi from 2017 to 2019. Mr. Pagni spent most of his previous
career at Socit Gnrale, first in corporate banking and then in asset management. He was head of the Hong
Kong operations between 1984 and 1988, chief executive officer of SGs brokerage business in the U.K. from 1988 to 1992 and senior
country head for the U.K. between 1992 and 1998 when he orchestrated the acquisition of Hambros Bank. Upon his return to France in 1999,
he became chief strategic officer of Socit Gnrales corporate and investment banking operations,
then joined SGAM. He negotiated the acquisition of Trust Company of the West of which he became executive vice president upon his relocation
to the U.S. in 2001. When SGAM was merged with Credit Agricole Asset Management to create Amundi, he took the position of senior regional
officer for North America at Amundi. Mr Pagni is chairman of the Albertine Foundation, which finances cultural exchanges between France
and the US, of the American Society of the French Order of Merit (ASFOM), which regroups all recipients of the French order of merit
living in the United States, and chairman emeritus of the Paris-Dauphine Foundation, which aims at collecting donations from US taxpayers
for the development of the University of Paris-Dauphine in France. Mr. Pagni holds a Maitrise en Sciences de gestion from the University
of Paris Dauphine and an MBA from the Harvard Business School.
We
believe Mr. Pagni is qualified to serve on our board of directors due, among other things, to his extensive investment experience and
board leadership experience.
Our
director, Mr. David W. Abbott, is not related to Mr. James Abbott or to any of our other officers or directors.
**Number
and Terms of Office of Officers and Directors**
Our
board of directors consists of seven 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.
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, consisting of Deborah
Kuenstner and Patrick Pagni, will expire at our first annual general meeting. The term of office of the second class of directors, consisting
of Michael J. Giarla and James Abbott, will expire at the second annual general meeting. The term of office of the third class of directors,
consisting of David W. Abbott and Mohsen Fahmi, 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**
The
rules of Nasdaq 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 Mohsen Fahmi, James Abbott, Deborah Kuenstner, Patrick Pagni and Michael J. Giarla
are independent directors as defined in the Nasdaq listing standards and applicable SEC rules. Our independent directors
will have regularly scheduled meetings at which only independent directors are present.
**Committees
of the Board of Directors**
Our
board of directors has two standing committees: an audit committee and a compensation committee. Subject to phase-in rules, the rules
of Nasdaq and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent
directors. Each committee operates under a charter that has been approved by our board and has the composition and responsibilities described
below.
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[Table of Contents](#TableOfContents)
**Audit
Committee**
We
established an audit committee of the board of directors. James Abbott, Deborah Kuenstner and Michael J. Giarla serve as the members
of our audit committee.
Michael
J. Giarla 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 Michael J. Giarla qualifies as an audit committee financial expert as defined in applicable
SEC rules.
We
adopted an audit committee charter, which will detail 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 registered public accounting firm 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
auditors all relationships the auditors 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 audit firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding
five years 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 Item 404 of Regulation S-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
established a compensation committee of our board of directors. The members of our compensation committee are Mohsen Fahmi, James Abbott
and Patrick Pagni, and Mohsen Fahmi serves as chairman of the compensation committee. We adopted a compensation committee charter, which
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 officers 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; | |
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| 
| 
| 
reviewing
our executive compensation policies and plans; | |
| 
| 
| 
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.
**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 Rule5605(e)(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 Mohsen Fahmi,
James Abbott, Michael J. Giarla, Deborah Kuenstner and Patrick Pagni. 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.
**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.
**Clawback
Policy**
We
have adopted a compensation recovery policy that is compliant with Nasdaq listing rules as required by the Dodd-Frank Act.
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**Code
of Ethics**
We
have adopted a Code of Ethics applicable to our directors, officers and employees. We filed a copy of our Code of Ethics as an exhibit
to the registration statement relating to the Initial Public Offering. You are 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 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.
**Section
16(a) Beneficial Ownership Reporting Compliance**
Section
16(a) of the Exchange Act requires our officers, directors and persons who own more than ten percent of a registered class of our equity
securities to file reports of ownership and changes in ownership with the SEC. Officers, directors and ten percent shareholders are required
by regulation to furnish us with copies of all Section 16(a) forms they file. Based solely on review of the copies of such forms furnished
to us, or written representations that no Forms 5 were required, we believe that, during the fiscal year ended December 31, 2024, all
Section 16(a) filing requirements applicable to our officers and directors were complied with, except for the nine Form 3 reports that
were filed late due to an administrative matter with each such filing for each of our officers and directors.
****
**Conflicts
of Interest**
Under
Cayman Islands law, directors and officers owe the following fiduciary duties:
| 
| 
(i) | 
duty to
act in good faith in what the director or officer believes to be in the best interests of the Company as a whole; | |
| 
| 
(ii) | 
duty to
exercise powers for the purposes for which those powers were conferred and not for a collateral purpose; | |
| 
| 
(iii) | 
directors
should not improperly fetter the exercise of future discretion; | |
| 
| 
(iv) | 
duty to
exercise powers fairly as between different sections of shareholders; | |
| 
| 
(v) | 
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 | |
| 
| 
(vi) | 
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.
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. 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 memorandum and articles of association or alternatively by shareholder approval at general meetings.
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Each
of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations
to at least one other entity pursuant to which such officer or director is or will be required to present a business combination opportunity
to such entity. 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 thencurrent fiduciary or contractual obligations, he or she will honor his or
her fiduciary or contractual obligations to present such business combination opportunity to such 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 applicable law: (i)no individual serving as a director or an officer shall have any duty, except and to the extent
expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of
business as us; and (ii)we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential
transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other. We do
not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability
to complete our initial business combination because the other entities to which our officers and directors currently owe fiduciary duties
or contractual obligations are not themselves in the business of engaging in business combinations.
Below
is a table summarizing the entities to which our officers and directors currently have fiduciary duties or contractual obligations:
| 
Individual | 
| 
Entity | 
| 
Entitys
Business | 
| 
Affiliation | |
| 
Richard
H. Haywood, Jr. | 
| 
Cambridge
International Partners LLC | 
| 
Investment
banking | 
| 
Co-Owner
and Managing Director | |
| 
| 
| 
| 
| 
| 
| 
| |
| 
Mohsen
Fahmi | 
| 
Sarawak
Sovereign Wealth Future Fund | 
| 
Investment
fund | 
| 
Board
Guardian | |
| 
| 
| 
| 
| 
| 
| 
| |
| 
David
W. Abbott | 
| 
Cambridge
International Partners LLC | 
| 
Investment
banking | 
| 
Co-Owner,
President and Managing Director | |
| 
| 
| 
| 
| 
| 
| 
| |
| 
Michael
J. Giarla | 
| 
ConnexMarkets,
Inc. | 
| 
Financial
technology firm | 
| 
Chairman | |
| 
| 
| 
New World
Advisors | 
| 
Investment
advisor firm | 
| 
Advisory
Board Member | |
| 
| 
| 
Center
for Community Self Help | 
| 
Non-profit
organization | 
| 
Director | |
| 
| 
| 
Roxbury
Latin School | 
| 
Non-profit
organization | 
| 
Chairman | |
| 
| 
| 
Burroughs
Welcome Fund | 
| 
Private
foundation | 
| 
Board
Member | |
| 
| 
| 
Hill Center | 
| 
Non-profit
organization | 
| 
Treasurer
and Board Member | |
| 
| 
| 
Core Knowledge
Foundation | 
| 
Non-profit
organization | 
| 
Board
Member | |
| 
| 
| 
Book Harvest,
Inc. | 
| 
Non-profit
organization | 
| 
Treasurer | |
| 
| 
| 
| 
| 
| 
| 
| |
| 
James
Abbott | 
| 
City of London Investment Group | 
| 
Investment
Management | 
| 
Chief Investment Officer | |
| 
| 
| 
| 
| 
| 
| 
| |
| 
Deborah
Kuenstner | 
| 
Wellesley
College | 
| 
Non-profit
organization | 
| 
Chief
Investment Officer | |
| 
| 
| 
| 
| 
| 
| 
| |
| 
Patric
Pagni | 
| 
Lexington
Global Distribution Partners | 
| 
Investment
fund | 
| 
Co-Founder
and Executive Chairman | |
| 
| 
| 
Blue Apple
NYC | 
| 
Real estate
fund | 
| 
Partner | |
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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. Any such
companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination. However,
because the other entities to which our officers and directors currently owe fiduciary duties or contractual obligations are not themselves
in the business of engaging in business combinations, and 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 materially
affect our ability to complete our initial business combination.
There
may be actual or potential material conflicts of interest between our Sponsor, its affiliates or promoters on the one hand, and our public
investors on the other hand. In addition to the above, potential investors should be aware of the following 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 of hours per week to our affairs. | |
| 
| 
| 
Our initial
shareholders purchased Founder Shares prior to the Initial Public Offering and our Sponsor purchased Private Placement Units in transactions
that closed simultaneously with the closing of the Initial Public Offering and the closing of the Over-Allotment Option. 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 Placement Shares and any Public Shares they may acquire 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 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. Furthermore, our Sponsor, officers and directors have agreed not to transfer, assign or sell any of their Founder
Shares and any Class A ordinary shares issuable upon conversion thereof until the earlier to occur of: (i) 180 days after the completion
of our initial business combination and (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 and our Sponsor has agreed not to transfer, assign or sell any of its
Private Placement Units (including the securities comprising such Units) until 30 days after the completion of our initial business
combination. Because our Sponsor and members of our management team will directly or indirectly own our securities following the
Initial Public Offering, and accordingly, they may have a conflict of interest in determining whether a particular target business
is an appropriate business with which to effectuate our initial business combination and in negotiating or accepting the terms of
the transaction because of their financial interest in completing an initial business combination within the Completion Window. Our
Sponsor paid a nominal aggregate purchase price of $25,000 for the Founder Shares, or approximately $0.004 per share. Accordingly,
our management team, which owns interest 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. 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 the Completion Window, the Founder Shares may expire 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. | |
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| 
| 
| 
If and
when the Warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the
underlying securities for sale under all applicable state securities laws if the Warrants may be exercised on a cashless basis and
such cashless exercise is exempt from registration under the Securities Act. Because we may redeem the outstanding Warrants held
by Public Warrant holders and the Private Placement Warrants held by our Sponsor are not redeemable by us and are exercisable on
a cashless basis, the Sponsor may profit at times when an unaffiliated security holder cannot profit, such as when the Public Warrants
are called for redemption or if the Sponsor chooses to utilize the cashless exercise option under circumstances where the Public
Warrant holders cannot exercise on a cashless basis. Accordingly, there may be actual or potential material conflicts of interest
between our Sponsor on the one hand, and the Public Warrant holders on the other hand. | |
| 
| 
| 
| |
| 
| 
| 
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. | |
| 
| 
| 
Our officers
and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation
of any such officers and directors were to be included by a target business as a condition to any agreement with respect to our initial
business combination. | |
We
are not prohibited from pursuing an initial business combination with a business combination target that is affiliated with our Sponsor,
officers or directors or completing the business combination through a joint venture or other form of shared ownership with our Sponsor,
officers or directors; 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 business combination target that is affiliated
(as defined in our amended and restated memorandum and articles of association) with our Sponsor, officers or directors, we, or a committee
of independent directors, would obtain an opinion from an independent investment banking which is a member of FINRA or another independent
entity that commonly renders valuation opinions stating that the consideration to be paid by us in such 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. Further, we
pay our Sponsor, for office and administrative services provided to members of our management team in an amount equal to $30,000 per
month. In addition, we have agreed, pursuant to the administrative services and indemnification agreement with our Sponsor, Cambridge
and Alumia relating to the monthly payment for office space and administrative services described above, that we will indemnify our Sponsor,
Cambridge and Alumia from any claims (i) arising out of or relating to the Initial Public Offering or the Companys operations
or conduct of the Companys business, (ii) in respect of any investment opportunities sourced by the Sponsor, Cambridge, Alumia
and their affiliates, and/or (iii) any claim against our Sponsor, Cambridge or Alumia alleging any expressed or implied management or
endorsement by our Sponsor, Cambridge or Alumia of any of the Companys activities or any express or implied association between
our Sponsor, Cambridge or Alumia and the Company or any of its affiliates, which agreement provides that the indemnified parties cannot
access the funds held in our Trust Account.
We
cannot assure you that any of the above-mentioned conflicts will be resolved in our 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, Private Placement Shares and any shares purchased during or after the Initial Public Offering
in favor of our initial business combination (except with respect to any such Public Shares which may not be voted in favor of approving
the business combination transaction in accordance with the requirements of Rule 14e-5 under the Exchange Act and any SEC interpretations
or guidance relating thereto).
80
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**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, fraud or the consequences of committing a crime. Our amended and
restated memorandum and articles of association provide for indemnification of our officers and directors to the maximum 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. 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 to waive any right, title, interest or claim of any kind in or to any monies in the Trust Account,
and have agreed 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.
We
believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced
officers and directors.
**Item
11. Executive Compensation.**
****
None
of our executive officers or directors have received any cash compensation for services rendered to us. Commencing on the date that our
securities are first listed on Nasdaq through the earlier of consummation of our initial business combination and our liquidation, we
will reimburse our Sponsor for office and administrative services provided to members of our management team in an amount equal to $30,000
per month. In addition, our Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any
out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing
due diligence on suitable business combinations. In addition, we have agreed, pursuant to the administrative services and indemnification
agreement with our Sponsor, Cambridge and Alumia relating to the monthly payment for office space and administrative services described
above, that we will indemnify our Sponsor, Cambridge and Alumia from any claims (i) arising out of or relating to the Initial Public
Offering or the Companys operations or conduct of the Companys business, (ii) in respect of any investment opportunities
sourced by the Sponsor, Cambridge, Alumia and their affiliates, and/or (iii) any claim against our Sponsor, Cambridge or Alumia alleging
any expressed or implied management or endorsement by our Sponsor, Cambridge or Alumia of any of the Companys activities or any
express or implied association between our Sponsor, Cambridge or Alumia and the Company or any of its affiliates, which agreement provides
that the indemnified parties cannot access the funds held in our Trust Account. Our audit committee will review on a quarterly basis
all payments that were made to our Sponsor, executive officers or directors, or our or their affiliates. Any such payments prior to an
initial business combination will be made from funds held outside the Trust Account. Other than quarterly audit committee review of such
reimbursements, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and executive
officers for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and
consummating an initial business combination. Furthermore, our independent directors has received membership interests in our Sponsor
as compensation for their service as directors to the Company.
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 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 business combination, because the
directors of the post-combination business will be responsible for determining executive officer and director compensation.
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Any
compensation to be paid to our executive officers 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 executive 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 executive 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 March 20, 2026 by:
| 
| each
person known by us to be the beneficial owner of more than 5% of our issued and outstanding
Class A ordinary shares; | 
|
| 
| each
of our officers and directors; and | 
|
| 
| all
our officers and directors 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
beneficial ownership of our Ordinary Shares is based on 23,450,000 Class A ordinary shares and 5,750,000 Founder Shares issued and outstanding
as of March 20, 2026.
| 
Name and
Address of Beneficial Owner(1) | 
| 
Number
of
Class A
Ordinary Shares
Beneficially Owned | 
| 
| 
Number
of
Founder
Shares Beneficially
Owned(2) | 
| 
| 
Approximate
Percentage of Total
Voting Power | 
| |
| 
Solarius Capital
Sponsor, LLC (our Sponsor)(3) | 
| 
| 
450,000 | 
| 
| 
| 
5,750,000 | 
| 
| 
| 
26.4 | 
% | |
| 
Richard H. Haywood, Jr. | 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| |
| 
Anthony Deluca | 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| |
| 
Mohsen Fahmi | 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| |
| 
David W. Abbott | 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| |
| 
James Abbott | 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| |
| 
Michael J. Giarla | 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| |
| 
Deborah Kuenstner | 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| |
| 
Patrick Pagni | 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| |
| 
All officers and directors
as a group (8 individuals) | 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| |
| 
(1) | Unless
otherwise noted, the business address of each of the following is PO Box 2248, Darien, Connecticut 06820. | 
|
| 
(2) | Such
shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial
business combination on a one-for-one basis, subject to adjustment. | 
|
| 
(3) | Solarius
Capital Sponsor, LLC is the record holder of the shares reported herein. There are three managing members of Solarius Capital Sponsor,
LLC. Each managing member has one vote, and the approval of a majority is required to approve an action. Under the so-called rule
of three, if voting and dispositive decisions regarding an entitys securities are made by three or more individuals, and
voting or dispositive decisions require the approval of a majority of those individuals, then none of the individuals is deemed a beneficial
owner of the entitys securities. Based on the foregoing, no individual managing member of Solarius Capital Sponsor, LLC exercises
voting or dispositive control over any of the securities held by the entity, even those in which he or she holds a pecuniary interest.
Accordingly, none of them will be deemed to have or share beneficial ownership of such shares. | 
|
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**Item
13. Certain Relationships and Related Transactions, and Director Independence**
****
**Founder
Shares**
On
April 4, 2025, our Sponsor purchased an aggregate of 5,750,000 Founder Shares in exchange for a capital contribution of $25,000, or approximately
$0.004 per share. 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 17,250,000 shares if the 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 (excluding the Private Placement Shares and the
Class A ordinary shares underlying the Private Placement Warrants and after giving effect to any redemptions of ClassA ordinary
shares by public shareholders).
****
**Private
Placement Units**
Our
Sponsor purchased an aggregate of 450,000 Private Placement Units, at a price of $10.00 per Unit, or $4,500,000 in the aggregate, in
a private placement that closed simultaneously with the closing of the Initial Public Offering.
****
**Related
Party Loan**
On
April 3, 2025, the Company issued a promissory note to the Sponsor, pursuant to which the Company could borrow up to an aggregate principal
amount of $400,000 (the Promissory Note). The Promissory Note was non-interest bearing and payable on the earlier of the
completion of December 31, 2025 or the date on which the Company consummated the Initial Public Offering. On July 17, 2025, the Promissory
Note was repaid in full.
****
**Administrative
Services and Indemnification Agreement**
On
July 15, 2025, the Company entered into the Administrative Services and Indemnification Agreement. We agreed to pay the Sponsor $30,000per
month for office and administrative services and to provide indemnification to the Sponsor, Cambridge, and Alumia from any claims (i)
arising out of or relating to the Initial Public Offering or the Companys operations or conduct of the Companys business,
(ii) in respect of any investment opportunities sourced by the Sponsor, Cambridge, Alumia and their affiliates, and/or (iii) any claim
against our Sponsor, Cambridge or Alumia alleging any expressed or implied management or endorsement by our Sponsor, Cambridge or Alumia
of any of the Companys activities or any express or implied association between our Sponsor, Cambridge or Alumia and the Company
or any of its affiliates, which agreement provides that the indemnified parties cannot access the funds held in our Trust Account. For
the period from April 1, 2025 (inception) through December 31, 2025, the Company incurred $163,548 in administrative services expenses
under the Administrative Services and Indemnification Agreement.
****
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****
**Item
14. Principal Accounting Fees and Services.**
The
firm of WithumSmith+Brown, PC acts as our independent registered public accounting firm. The following is a summary of fees paid to WithumSmith+Brown,
PC for services rendered.
**
*Audit Fees*. Audit fees consist of fees
billed for professional services rendered for the audit of our year-end financial statements and services that are normally provided by
WithumSmith+Brown, PC in connection with regulatory filings. The aggregate fees billed by WithumSmith+Brown, PC for audit fees, inclusive
of required filings with the SEC for the period from April 1, 2025 (inception) through December 31, 2025 and of services rendered in connection
with our Initial Public Offering, amounted to $121,160.
**
*Audit-Related
Fees*. Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance of
the audit or review of our year-end financial statements and are not reported under Audit Fees. These services include
attest services that are not required by statute or regulation and consultation concerning financial accounting and reporting standards.
During the period from April 1, 2025 (inception) through December 31, 2025, we did not pay WithumSmith+Brown, PC any audit-related
fees.
**
*Tax
Fees*. Tax fees consist of fees billed for professional services relating to tax compliance, tax planning and tax advice. During the
period from April 1, 2025 (inception) through December 31, 2025, we did not pay WithumSmith+Brown, PC any tax fees.
**
*All
Other Fees*. All other fees consist of fees billed for all other services. During the period from April 1, 2025 (inception) through
December 31, 2025, we did not pay WithumSmith+Brown, PC any other fees.
****
**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).
****
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****
**PART
IV**
****
**Item
15. Exhibits, Financial Statement Schedules.**
| 
(a) | The
following documents are filed as part of this Form 10-K: | 
|
| 
1. | Financial
Statements: See Index to Financial Statements at Item 8. Financial Statements and Supplementary Data herein. | 
|
| 
(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 Exhibit Index below are filed or incorporated by reference as part of this Form 10-K. | 
|
****
**Exhibit
Index**
| 
Exhibit
Number | 
| 
Description | |
| 
1.1 | 
| 
Underwriting Agreement, dated July 15, 2025, by and among the Company and Stifel, Nicolaus & Company, Incorporated as representative of the underwriters (incorporated by reference to Exhibit 1.1 to the Companys Current Report on Form 8-K (File No. 001-42747, filed with the Securities and Exchange Commission on July 18, 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. 001-42747, filed with the Securities and Exchange Commission on July 18, 2025). | |
| 
4.1 | 
| 
Specimen Ordinary Share Certificate (incorporated by reference to Exhibit 4.1 to the Companys Registration Statement on Form S-1 (File No. 333-288078, filed with the Securities and Exchange Commission on June 16, 2025). | |
| 
4.2 | 
| 
Specimen Warrant Certificate (incorporated by reference to Exhibit 4.2 to the Companys Registration Statement on Form S-1 (File No. 333-288078, filed with the Securities and Exchange Commission on June 16, 2025). | |
| 
4.3 | 
| 
Specimen Unit Certificate (incorporated by reference to Exhibit 4.3 to the Companys Registration Statement on Form S-1 (File No. 001-288078, filed with the Securities and Exchange Commission on June 16, 2025). | |
| 
4.4 | 
| 
Warrant Agreement, dated July 15, 2025, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K (File No. 001-42747, filed with the Securities and Exchange Commission on July 18, 2025). | |
| 
4.5* | 
| 
Description
of Registrants Securities. | |
| 
10.1 | 
| 
Letter Agreement, dated July 15, 2025 , by and among the Company, its executive officers, its directors and Solarius Capital Sponsor, LLC (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K (File No. 001-42747, filed with the Securities and Exchange Commission on July 18, 2025). | |
| 
10.2 | 
| 
Investment Management Trust Agreement, dated July 15, 2025, by and between the Company and Continental Stock Transfer & Trust Company, as trustee (incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K (File No. 001-42747, filed with the Securities and Exchange Commission on July 18, 2025). | |
| 
10.3 | 
| 
Registration Rights Agreement, dated July 15, 2025, by and among the Company, Solarius Capital Sponsor, LLC and the Holders signatory thereto (incorporated by reference to Exhibit 10.3 to the Companys Current Report on Form 8-K (File No. 001-42747, filed with the Securities and Exchange Commission on July 18, 2025). | |
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| 
10.4 | 
| 
Private Placement Units Purchase Agreement, dated July 15, 2025, by and between the Company and Solarius Capital Sponsor, LLC (incorporated by reference to Exhibit 10.4 to the Companys Current Report on Form 8-K (File No. 001-42747, filed with the Securities and Exchange Commission on July 18, 2025). | |
| 
10.5 | 
| 
Administrative Services and Indemnification Agreement, dated July 15,
2025, by and between the Company, Solarius Capital Sponsor, LLC, Cambridge International Partners LLC, and Alumia S..R.L. (incorporated
by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q (File No. 001-42747, filed with the Securities and Exchange
Commission on August 29, 2025). | |
| 
10.6 | 
| 
Form of Indemnity Agreement (incorporated by reference to Exhibit 10.5
to the Companys Registration Statement on Form S-1 (File No.333-288078, filed with the Securities and Exchange Commission on June
16, 2025). | |
| 
10.7 | 
| 
Promissory Note issued to Solarius Capital Sponsor, LLC (incorporated by reference to Exhibit 10.6 to the Companys Registration Statement on Form S-1 (File No. 001-288078, filed with the Securities and Exchange Commission on July 15, 2025). | |
| 
10.8 | 
| 
Securities Subscription Agreement between the Company and Solarius Capital Sponsor, LLC (incorporated by reference to Exhibit 10.7 to the Companys Registration Statement on Form S-1 (File No. 001-288078, filed with the Securities and Exchange Commission on June 16, 2025). | |
| 
14 | 
| 
Code of Ethics (incorporated by reference to Exhibit 14.1 to the Companys Registration Statement on Form S-1 (File No. 333-288078, filed with the Securities and Exchange Commission on June 16, 2025). | |
| 
24 | 
| 
Power of Attorney (included on signature page of this Form 10-K). | |
| 
31.1* | 
| 
Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a). | |
| 
31.2* | 
| 
Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a). | |
| 
32.1** | 
| 
Certification of the Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350. | |
| 
32.2** | 
| 
Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350. | |
| 
97.1* | 
| 
Policy
relating to recovery of erroneously awarded compensation, as required by applicable listing standards adopted pursuant to 17 CFR
240.10D-1. | |
| 
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 | 
|
| 
** | Furnished
herewith | 
|
****
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****
**SIGNATURES**
Pursuant
to the requirements of Section 13 or 15(d) 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.
| 
Date: March 20, 2026 | 
Solarius
Capital Acquisition Corp. | |
| 
| 
| |
| 
| 
By: | 
/s/
Richard H. Haywood, Jr. | |
| 
| 
| 
Name: | 
Richard
H. Haywood, Jr. | |
| 
| 
| 
Title: | 
Chief Executive Officer | |
**POWER
OF ATTORNEY**
KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Mohsen Fahmi, Richard H. Haywood,
Jr. and Anthony DeLuca, and each or any one of them, his true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Annual
Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the United States
Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes
as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them,
or his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
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.
| 
/s/
Richard H. Haywood, Jr. | 
| 
Chief Executive
Officer | 
| 
March 20, 
2026 | |
| 
Richard H. Haywood, Jr. | 
| 
(Principal Executive Officer) | 
| 
| |
| 
| 
| 
| 
| 
| |
| 
/s/ Anthony
DeLuca | 
| 
Chief Financial Officer | 
| 
March 20, 2026 | |
| 
Anthony DeLuca | 
| 
(Principal Financial and
Accounting Officer) | 
| 
| |
| 
| 
| 
| 
| 
| |
| 
/s/ Mohsen
Fahmi | 
| 
Chairman | 
| 
March 20, 2026 | |
| 
Mohsen Fahmi | 
| 
| 
| 
| |
| 
| 
| 
| 
| 
| |
| 
/s/ David
W. Abbott | 
| 
Director | 
| 
March 20, 2026 | |
| 
David W. Abbott | 
| 
| 
| 
| |
| 
| 
| 
| 
| 
| |
| 
/s/ Michael
J. Giarla | 
| 
Director | 
| 
March 20, 2026 | |
| 
Michael J. Giarla | 
| 
| 
| 
| |
| 
| 
| 
| 
| 
| |
| 
/s/ James
Abbott | 
| 
Director | 
| 
March 20,
2026 | |
| 
James Abbott | 
| 
| 
| 
| |
| 
| 
| 
| 
| 
| |
| 
/s/ Deborah
Kuenstner | 
| 
Director | 
| 
March 20, 2026 | |
| 
Deborah Kuenstner | 
| 
| 
| 
| |
| 
| 
| 
| 
| 
| |
| 
/s/ Patrick
Pagni | 
| 
Director | 
| 
March 20, 2026 | |
| 
Patrick Pagni | 
| 
| 
| 
| |
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[Table of Contents](#TableOfContents)
****
**INDEX
TO FINANCIAL STATEMENTS**
****
| 
| 
| 
Page | |
| 
Report of Independent Registered Public Accounting Firm | 
| 
F-2 | |
| 
Balance Sheet as of December 31, 2025 | 
| 
F-3 | |
| 
Statement of Operations For the Period From April 1, 2025 (Inception) Through December 31, 2025 | 
| 
F-4 | |
| 
Statement of Changes in Shareholders Deficit For the Period From April 1, 2025 (Inception) Through December 31, 2025 | 
| 
F-5 | |
| 
Statement of Cash Flows For the Period From April 1, 2025 (Inception) Through December 31, 2025 | 
| 
F-6 | |
| 
Notes to Financial Statements | 
| 
F-7 | |
F-1
[Table of Contents](#TableOfContents)
****
**Report
of Independent Registered Public Accounting Firm**
To
the Shareholders and Board of Directors of
Solarius
Capital Acquisition Corp.
**Opinion
on the Financial Statement**
We have audited the accompanying balance sheet
of Solarius Capital Acquisition Corp. (the Company) as of December 31, 2025, the related statements of operations, statements
of changes in shareholders deficit and cash flows for the period from April 1, 2025 (inception) through December 31, 2025, and
the related notes (collectively referred to as the financial statements). In our opinion, the financial statements
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 April 1, 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)
(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 statement is 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.
Our
audit included performing procedures to assess the risks of material misstatement of the financial statement, 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 statement. 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 statement. We believe that our audit provides
a reasonable basis for our opinion.
/s/
WithumSmith+Brown, PC
We
have served as the Companys auditor since 2025.
New
York, NY
March 20, 2026
PCAOB ID Number 100
F-2
[Table of Contents](#TableOfContents)
**SOLARIUS
CAPITAL ACQUISITION CORP.
BALANCE SHEET**
**DECEMBER
31, 2025**
****
| 
ASSETS | | 
| | |
| 
Current assets: | | 
| | |
| 
Cash and cash equivalents | | 
$ | 1,229,956 | | |
| 
Prepaid expenses current | | 
| 72,500 | | |
| 
Total Current Assets | | 
| 1,302,456 | | |
| 
Prepaid expenses non-current | | 
| 39,173 | | |
| 
Cash and cash equivalents held in Trust account | | 
| 175,986,308 | | |
| 
Total Assets | | 
$ | 177,327,937 | | |
| 
| | 
| | | |
| 
LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION, AND SHAREHOLDERS DEFICIT | | 
| | | |
| 
Current liabilities: | | 
| | | |
| 
Accrued expenses | | 
| 90,000 | | |
| 
Accounts payable | | 
| 30,224 | | |
| 
Due to related party | | 
| 137,395 | | |
| 
Total Current liabilities | | 
| 257,619 | | |
| 
Deferred underwriting commissions | | 
| 7,350,000 | | |
| 
Total Liabilities | | 
| 7,607,619 | | |
| 
| | 
| | | |
| 
Commitments and Contingencies (Note 7) | | 
| | | |
| 
Class A ordinary shares subject to possible redemption, $0.0001 par value; 17,250,000 shares issued and outstanding at an approximate redemption value of $10.20 per share | | 
| 175,986,308 | | |
| 
| | 
| | | |
| 
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, 400,000,000 shares authorized; 450,000 shares issued and outstanding (excluding 17,250,000 shares subject to possible redemption) | | 
| 45 | | |
| 
Class B ordinary shares, $0.0001 par value, 80,000,000 shares authorized; 5,750,000 shares issued and outstanding | | 
| 575 | | |
| 
Additional paid-in capital | | 
| | | |
| 
Accumulated deficit | | 
| (6,266,610 | ) | |
| 
Total Shareholders Deficit | | 
| (6,265,990 | ) | |
| 
TOTAL LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION, AND SHAREHOLDERS DEFICIT | | 
$ | 177,327,937 | | |
****
*The
accompanying notes are an integral part of these financial statements.*
F-3
[Table of Contents](#TableOfContents)
**SOLARIUS
CAPITAL ACQUISITION CORP.
STATEMENTS OF OPERATIONS**
****
| 
| | 
Forthe Period from April 1, 2025 (inception) Through December 31, 2025 | | |
| 
Formation, general and administrative expenses | | 
$ | 391,875 | | |
| 
Administrative expense related party | | 
| 163,548 | | |
| 
Loss from operations | | 
| (555,423 | ) | |
| 
Other income: | | 
| | | |
| 
Income on cash and cash equivalents in Trust Account | | 
| 2,623,808 | | |
| 
Dividend and interest income | | 
| 20,075 | | |
| 
Total Other income | | 
| 2,643,883 | | |
| 
Net income | | 
$ | 2,088,460 | | |
| 
| | 
| | | |
| 
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption | | 
| 10,538,182 | | |
| 
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption | | 
$ | 0.13 | | |
| 
| | 
| | | |
| 
Basic and diluted weighted average shares outstanding, non-redeemable Class A ordinary shares | | 
| 274,909 | | |
| 
Basic and diluted net income per share, non-redeemable Class A ordinary shares | | 
$ | 0.13 | | |
| 
| | 
| | | |
| 
Basic
weighted average shares outstanding, non-redeemable Class B ordinary shares | | 
| 5,458,182 | | |
| 
Basic net income per share, non-redeemable Class B ordinary shares | | 
$ | 0.13 | | |
| 
| | 
| | | |
| 
Diluted weighted average shares outstanding, non-redeemable Class B ordinary shares | | 
| 5,501,818 | | |
| 
Diluted net income per share, non-redeemable Class B ordinary shares | | 
$ | 0.13 | | |
****
*The
accompanying notes are an integral part of these financial statements.*
**
F-4
[Table of Contents](#TableOfContents)
**
**SOLARIUS
CAPITAL ACQUISITION CORP.
STATEMENT OF CHANGES IN SHAREHOLDERS DEFICIT**
**FOR
THE PERIOD FROM APRIL 1, 2025 (INCEPTION) THROUGH DECEMBER 31, 2025**
****
| 
| | 
ClassA | | | 
ClassB | | | 
Additional | | | 
| | | 
Total | | |
| 
| | 
OrdinaryShares | | | 
OrdinaryShares | | | 
Paid-in | | | 
Accumulated | | | 
Shareholders | | |
| 
| | 
Shares | | | 
Amount | | | 
Shares | | | 
Amount | | | 
Capital | | | 
Deficit | | | 
Deficit | | |
| 
Balance April 1, 2025 (inception) | | 
| | | | 
$ | | | | 
| | | | 
$ | | | | 
$ | | | | 
$ | | | | 
$ | | | |
| 
Class B ordinary shares
issued to Sponsor | | 
| | | | 
| | | | 
| 5,750,000 | | | 
| 575 | | | 
| 24,425 | | | 
| | | | 
| 25,000 | | |
| 
Fair value of Public Warrants included
in Public Units | | 
| | | | 
| | | | 
| | | | 
| | | | 
| 3,092,629 | | | 
| | | | 
| 3,092,629 | | |
| 
Sale of Private Placement Units | | 
| 450,000 | | | 
| 45 | | | 
| | | | 
| | | | 
| 4,499,955 | | | 
| | | | 
| 4,500,000 | | |
| 
Allocated value of transaction costs
to warrants | | 
| | | | 
| | | | 
| | | | 
| | | | 
| (169,568 | ) | | 
| | | | 
| (169,568 | ) | |
| 
Reimbursement of underwriting fees | | 
| | | | 
| | | | 
| | | | 
| | | | 
| 65,000 | | | 
| | | | 
| 65,000 | | |
| 
Remeasurement of Class A ordinary
shares to redemption value | | 
| | | | 
| | | | 
| | | | 
| | | | 
| (7,512,441 | ) | | 
| (8,355,070 | ) | | 
| (15,867,511 | ) | |
| 
Net income | | 
| | | | 
| | | | 
| | | | 
| | | | 
| | | | 
| 2,088,460 | | | 
| 2, 088,460 | | |
| 
Balance 
December 31, 2025 | | 
| 450,000 | | | 
$ | 45 | | | 
| 5,750,000 | | | 
$ | 575 | | | 
$ | | | | 
$ | (6,266,610 | ) | | 
$ | (6,265,990 | ) | |
*The
accompanying notes are an integral part of these financial statements.*
**
F-5
[Table of Contents](#TableOfContents)
**
**SOLARIUS
CAPITAL ACQUISITION CORP.
STATEMENT OF CASH FLOWS**
**FOR
THE PERIOD FROM APRIL 1, 2025 (INCEPTION) THROUGH DECEMBER 31, 2025**
| 
Cash Flows from Operating Activities: | | 
| | |
| 
Net income | | 
$ | 2,088,460 | | |
| 
Adjustments to reconcile net income to net cash used in operating activities: | | 
| | | |
| 
Formation, general and administrative costs paid by Sponsor under promissory note related party | | 
| 27,343 | | |
| 
Formation, general and administrative costs paid by Sponsor in exchange for issuance of Class B ordinary shares | | 
| 25,000 | | |
| 
Income on cash and cash equivalents in Trust Account | | 
| (2,623,808 | ) | |
| 
Changes in operating assets and liabilities: | | 
| | | |
| 
Due to related party | | 
| 137,395 | | |
| 
Prepaid expenses | | 
| (111,673 | ) | |
| 
Accrued expenses | | 
| 90,000 | | |
| 
Accounts payable | | 
| 30,224 | | |
| 
Net cash used in operating activities | | 
| (337,059 | ) | |
| 
| | 
| | | |
| 
Cash Flows from Investing Activities: | | 
| | | |
| 
Investment of cash in Trust Account | | 
| (173,362,500 | ) | |
| 
Net cash used in investing activities | | 
| (173,362,500 | ) | |
| 
| | 
| | | |
| 
Cash Flows from Financing Activities: | | 
| | | |
| 
Proceeds from sale of Units | | 
| 172,500,000 | | |
| 
Proceeds from Private Placement Units | | 
| 4,500,000 | | |
| 
Payment of underwriting fee, net | | 
| (1,435,000 | ) | |
| 
Payment of promissory note related party | | 
| (223,827 | ) | |
| 
Proceeds from promissory note related party | | 
| 180,000 | | |
| 
Payment of offering costs | | 
| (591,658 | ) | |
| 
Net cash provided by financing activities | | 
| 174,929,515 | | |
| 
| | 
| | | |
| 
Net change in cash and cash equivalents | | 
| 1,229,956 | | |
| 
Cash and cash equivalents beginning of period | | 
| | | |
| 
Cash and cash equivalents end of
period | | 
$ | 1,229,956 | | |
| 
| | 
| | | |
| 
Non-Cash Investing and Financing Activities: | | 
| | | |
| 
Deferred offering costs paid through promissory note related party | | 
$ | 16,484 | | |
| 
Deferred underwriting commissions | | 
$ | 7,350,000 | | |
*The
accompanying notes are an integral part of these financial statements.*
F-6
[Table of Contents](#TableOfContents)
**SOLARIUS
CAPITAL ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2025**
****
**Note
1 - Organization and Plan of Business Operations**
Solarius
Capital Acquisition Corp. (the Company) was incorporated as a Cayman Islands exempted company on April1, 2025. The
Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or
similar business combination with one or more businesses (the Business Combination).
Although
the Company is not limited to a particular industry or geographic region for purposes of completing a Business Combination, the Company
intends to focus on targets that complement its management teams background and experience, including in the asset management,
wealth management and financial services sectors.
As
of December 31, 2025, the Company had not yet commenced operations. All activity for the period from April 1, 2025 (inception) through
December 31, 2025 relates to the Companys formation and its initial public offering (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 will generatenon-operatingincomein the form of interest income on investments from the
proceeds derived from the Initial Public Offering. TheCompany has selected December31 as its fiscal year end.
The
registration statement for the Companys Initial Public Offering was declared effective on July 15, 2025. On July 17, 2025, the
Company consummated its Initial Public Offering of 17,250,000 units (the Units), including the issuance of 2,250,000 Units
as a result of the underwriters exercise of their over-allotment option in full (the Over-Allotment Option, and
with respect to the units purchased pursuant to the Over-Allotment Option, the Over-Allotment Option Units). Each Unit
consists of one Class A ordinary share of the Company, par value $0.0001 per share (the Class A ordinary shares), and one-half
of one redeemable warrant of the Company (each whole warrant, a Public Warrant). The Units were sold at a price of $10.00
per Unit, generating gross proceeds to the Company of $172,500,000.
Simultaneously
with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 450,000 units (the Private
Placement Units) at a price of $10.00 per Private Placement Unit, in a private placement to the Companys sponsor, Solarius
Capital Sponsor, LLC (the Sponsor), generating gross proceeds of $4,500,000 (the Private Placement), which
is described in Note 4. Each Private Placement Unit consists of one ClassA ordinary share (each, a Private Placement Share)
and one-half of one redeemable warrant (each, a Private Placement Warrant). Each whole Private Placement Warrant entitles
the holder to purchase one ClassA ordinary share at a price of $11.50 per share.
Transaction
costs amounted to $9,458,142, consisting of $1,500,000 of net upfront underwriting discounts ($3,000,000 of upfront underwriting discounts
less $1,500,000 reimbursement from the underwriters), $7,350,000 of deferred underwriting fees and $608,142 of other offering costs.
Subsequent to the Initial Public Offering, the underwriters reimbursed the Company $65,000 of underwriting discounts paid to them at
closing.
The
Company 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 (as defined below) (excluding the amount of deferred underwriting commissions and taxes payable on the interest
earned on the Trust Account) at the time of the agreement to enter into a Business Combination. However, the Company will only complete
a 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 (the Investment Company Act). There is no assurance that
the Company will be able to successfully effect a Business Combination.
F-7
[Table of Contents](#TableOfContents)
Following
the closing of the Initial Public Offering, on July 17, 2025, an amount of $173,362,500 ($10.05 per Unit) from the net proceeds of the
sale of the Units and the Private Placement Units was placed in a trust account (the Trust Account) with Continental Stock
Transfer & Trust Company acting as trustee (the Trustee). The funds are only invested in U.S.government treasury
obligations with a maturity of 185days or less or in money market funds meeting certain conditions under Rule2a-7under
the Investment Company Act which invest only in direct U.S.government treasury obligations; the holding of these assets in this
form is intended to be temporary and for the sole purpose of facilitating the intended Business Combination and may at any time be held
as cash or cash items, including in demand deposit accounts at a bank. The Company will disclose in each quarterly and annual report
filed with the SEC prior to its initial Business Combination whether the proceeds deposited in the Trust Account are invested in U.S.government
treasury obligations or money market funds or a combination thereof or as cash or cash items, including in demand deposit accounts. To
mitigate the risk of the Company 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, the Company may, at any time, instruct the
Trustee to liquidate the U.S.government treasury obligations or money market funds held in the Trust Account and thereafter to
hold all funds in the Trust Account in cash until the earlier of consummation of the initial Business Combination or liquidation of the
Company. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its
taxes, if any, the proceeds from the Initial Public Offering and the sale of the Private Placement Warrants will not be released from
the Trust Account until the earliest of (i)the completion of the Companys initial Business Combination, (ii)the redemption
of the Companys Class A ordinary shares initially issued in the Initial Public Offering (the Public Shares, and
the holders of such Public Shares, the Public Shareholders) if the Company is unable to complete the initial Business Combination
within 21 months from the closing of the Initial Public Offering (i.e., by April 17, 2027), or such other time period in which the Company
must complete an initial Business Combination pursuant to an amendment to the Companys amended and restated memorandum and articles
of association (the Completion Window), subject to applicable law, or (iii)the redemption of the Companys
Public Shares properly submitted in connection with a shareholder vote to amend the Companys amended and restated memorandum and
articles of association to (A)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 Companys Public Shares if the Company has not consummated an initial
Business Combination within the Completion Window or (B)with respect to any other material provisions relating to shareholders
rights or pre-initial Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of
the Companys creditors, if any, which could have priority over the claims of the Companys public shareholders.
The
Company will provide the Companys public shareholders with the opportunity to redeem all or a portion of their Public Shares in
connection with the completion of the initial Business Combination either (i)in connection with a general meeting called to approve
the initial Business Combination or (ii)without a shareholder vote by means of a tender offer. The decision as to whether the Company
will seek shareholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely
in its discretion, 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 the Company to seek shareholder approval under applicable law or stock exchange listing requirements. The Company will
provide the public shareholders with the opportunity to redeem all or a portion of their Public Shares in connection with the completion
of its 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 twobusinessdays prior to the consummation of the initial Business Combination, including interest
earned on the funds held in the Trust Account (less taxes paid or payable), divided by the number of then issued and outstanding Public
Shares. The amount in the Trust Account is initially anticipated to be $10.05 per Public Share. The Class A ordinary shares subject to
redemption will be recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering,
in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic480*,
Distinguishing Liabilities from Equity.*
If
the Company seeks shareholder approval, the Company will complete a Business Combination only if it receives an ordinary resolution under
Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the Companys ordinary
shares which are represented in person or by proxy and are voted at a general meeting of the Company. If a shareholder vote is not required
under applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or
other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions
pursuant to the tender offer rules of the Securities and Exchange Commission (SEC), and file tender offer documents containing
substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination.
If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares
(as defined in Note 6) and any Public Shares purchased in or after the Initial Public Offering in favor of approving a Business Combination
and to waive its redemption rights with respect to any such shares in connection with a shareholder vote to approve a Business Combination.
Additionally, each public shareholder may elect to redeem its Public Shares, without voting, and if they do vote, irrespective of whether
they vote for or against a proposed Business Combination.
F-8
[Table of Contents](#TableOfContents)
Notwithstanding
the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the
tender offer rules, the Companys 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 Section 13 of the Securities Exchange Act of 1934, as amended (the Exchange Act)), will be restricted
from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Companys prior written
consent.
The
Company will have only the duration of the Completion Window to complete the initial Business Combination. If the Company is unable to
complete its initial Business Combination within the Completion Window, the Company willas promptly as reasonably possible but
not more than tenbusinessdays thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (net of taxes paid or payable
(other than excise or similar taxes) and up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued
and outstanding Public Shares, which redemption will constitute full and complete payment for the Public Shares and completely extinguish
public shareholders rights as shareholders (including the right to receive further liquidation or other distributions, if any),
subject to the Companys obligations under Cayman Islands law to provide for claims of creditors and subject to the other requirements
of applicable law.
The
Sponsor and the Companys officers and directors have entered into a letter agreement with the Company, pursuant to which they
have agreed to (i)waive their redemption rights with respect to their Founder Shares (as defined below in Note 6), Private Placement
Shares and any Public Shares they may acquire during or after the Initial Public Offering in connection with the completion of the initial
Business Combination; (ii)waive their redemption rights with respect to their Founder Shares, Private Placement Shares and any
Public Shares they may acquire during or after the Initial Public Offering in connection with a shareholder vote to approve an amendment
to the Companys amended and restated memorandum and articles of association (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 Companys Public Shares
if it 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 if the Company fails to complete the 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 the initial Business Combination within the Completion Window and to liquidating distributions
from assets outside the Trust Account; 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) in favor
of the initial Business Combination (except with respect to any such Public Shares which may not be voted in favor of approving the Business
Combination transaction in accordance with the requirements of Rule14e-5 under the ExchangeAct and any SEC interpretations
or guidance relating thereto).
The
Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products
sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality
or other similar agreement or Business Combination agreement (except for the Companys independent auditors), 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 paid or payable (other than excise or similar taxes) and up to $100,000 of interest to pay
dissolution expenses, 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 the Companys indemnity of the underwriters of the Initial Public Offering against certain liabilities, including
liabilities under the Securities Actof1933, as amended (the Securities Act). However, the Company has not asked
the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient
funds to satisfy its indemnity obligations, and the Company believes that the Sponsors only assets are securities of the Company.
****
F-9
[Table of Contents](#TableOfContents)
****
**Liquidity
and Capital Resources**
As
of December 31, 2025, the Company had $1,229,956 of cash and cash equivalents and working capital of $1,044,837. The Companys
liquidity needs prior to the consummation of the Initial Public Offering were satisfied through receipt of $25,000 capital contribution
from the Sponsor in exchange for the issuance of Founder Shares (as defined in Note 6), and up to $400,000 under the Promissory Note
(as defined in Note 6). On July 17, 2025, the Promissory Note was repaid in full. In connection with the Companys assessment of
going concern considerations in accordance with FASB ASCTopic 205-40, Presentation of Financial StatementsGoing
Concern, subsequent to the consummation of the Initial Public Offering, the Companys liquidity has been satisfied through
the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account, including
$1,500,000 of reimbursements from the underwriters for certain expenses and fees. Based on the foregoing, management believes that the
Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business
Combination or one year from this filing. The Company cannot be assured that its plans to consummate an Initial Business Combination
will be successful.
****
**Note
2 - Summary of Significant Accounting Policies**
****
**Basis
of Presentation**
The
accompanying financial statement is presented in conformity with accounting principles generally accepted in the United States of America
(U.S. GAAP) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (the SEC).
**Emerging
Growth Company**
The
Company is an emerging growth company, as defined in Section 2(a) of 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations
regarding executive compensation in its 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.
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 an emerging growth 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 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.
****
**Use
of Estimates**
The
preparation of financial statements in conformity with U.S. GAAP requires 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.
F-10
[Table of Contents](#TableOfContents)
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.
****
**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 no cash and $1,229,956 in cash equivalents as of December 31, 2025.
**Cash and Cash Equivalents held in Trust
Account**
At December 31, 2025, substantially all of the
assets in the Trust Account were held in money market funds and are treated as cash equivalents, amounting to $175,986,308.
**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
Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company
is not exposed to significant risks on such account.
**Offering
Costs Associated with the Initial Public Offering**
The
Company complies with the requirements of the ASC340-10-S99 and SEC Staff Accounting Bulletin Topic5A,Expenses
of Offering. Deferred offering costs consist principally of professional and registration fees that are related to the Initial
Public Offering. FASB ASC470-20, Debt with Conversion and Other Options, addresses the allocation of proceeds from
the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate Initial Public Offering
proceeds from the Public Unitsbetween Public Shares and Public Warrants, using the residual method by allocating Initial Public
Offering proceeds first to assigned value of the Public Warrants and then to the Public Shares. Offering costs allocated to the Public
Shares will be charged to temporary equity. Offering costs allocated to the Public Warrants and Private Placement Warrants will be charged
to shareholders equity, as the Public Warrants and Private Placement Warrants, after managements evaluation, will be accounted
for under equity treatment.
Transaction
costs amounted to $9,458,142, consisting of $1,500,000 of net upfront underwriting discounts ($3,000,000 of upfront underwriting discounts
less $1,500,000 reimbursement from the underwriters), $7,350,000 of deferred underwriting fees and $608,142 of other offering costs.
Subsequent to the Initial Public Offering, the underwriters reimbursed the Company $65,000 of underwriting discounts paid to them at
closing.
**Fair
Value of Financial Instruments**
The
fair value of the Companys assets and liabilities, which qualify as financial instruments under FASB ASC 820, Fair Value
Measurements and Disclosures, approximate the carrying amounts represented in the balance sheet, primarily due to their short-term
nature.
Fair
value is defined as the price that would be received for sale of an asset or paid to 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. | |
F-11
[Table of Contents](#TableOfContents)
**Income
Taxes**
The
Company accounts for income taxes under ASC Topic740, Income Taxes, which requires an asset and liability approach
to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between
the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted
tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. 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 were 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.
The
Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently
not subject to income taxes or income tax filing requirements in the Cayman Islands or the UnitedStates. As such, the Companys
tax provision was zero for the period presented.
****
**Derivative
Financial Instruments**
The
Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded
derivatives in accordance with ASC Topic815, Derivatives and Hedging. For derivative financial instruments that are
accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valuedat
each reporting date, with changes in the fair value reported in the statement of operations. The classification of derivative instruments,
including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period.
Derivative liabilities are classified in the balance sheet as current or non-currentbased on whether or not net cash settlement
or conversion of the instrument could be required within 12months of the balance sheet date.
**Warrant
Instruments**
The
Company 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 FASB ASC Topic 815, Derivatives and Hedging. Accordingly,
the Company evaluated and classified the warrant instruments under equity treatment at their assigned values. Such guidance provides
that the Public Warrants described above will not be precluded from equity classification. Equity-classified contracts are initially
measured at fair value (or allocated value). Subsequent changes in fair value are not recognized as long as the contracts continue to
be classified in equity in accordance with ASC 480 and ASC 815.
**Net
Income per Ordinary Share**
The
Company has two classes of shares, Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between
the two classes of shares. The Company complies with the accounting and disclosure requirements of ASC Topic 260, Earnings Per
Share. Net income per share is computed by dividing net income by the weighted average number of ordinary shares
outstanding for the period. Accretion associated with redeemable Class A ordinary shares is excluded from earnings per share as the redemption
value approximates fair value.
The
Company has not considered the effect of the 5,750,000 Public Warrants in the calculation of diluted net income per share, since
the exercise of such warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive.
F-12
[Table of Contents](#TableOfContents)
The
following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per ordinary
share for each class of ordinary shares:
| 
| | 
For the Period from April 1, 2025 (inception) through | | |
| 
| | 
December 31,2025 | | |
| 
| | 
ClassA Redeemable | | | 
ClassA Non-redeemable | | | 
ClassB Non-redeemable | | |
| 
Basic net income per ordinary shares: | | 
| | | 
| | | 
| | |
| 
Numerator: | | 
| | | 
| | | 
| | |
| 
Allocation of net income, basic | | 
$ | 1,352,603 | | | 
$ | 35,285 | | | 
$ | 700,572 | | |
| 
Denominator: | | 
| | | | 
| | | | 
| | | |
| 
Basic weighted average ordinary shares outstanding | | 
| 10,538,182 | | | 
| 274,909 | | | 
| 5,458,182 | | |
| 
Basic net income per ordinary share | | 
$ | 0.13 | | | 
$ | 0.13 | | | 
$ | 0.13 | | |
| 
| | 
| | | | 
| | | | 
| | | |
| 
Diluted net income per ordinary shares: | | 
| | | | 
| | | | 
| | | |
| 
Numerator: | | 
| | | | 
| | | | 
| | | |
| 
Allocation of net income, diluted | | 
$ | 1,348,985 | | | 
$ | 35,191 | | | 
$ | 704,284 | | |
| 
Denominator: | | 
| | | | 
| | | | 
| | | |
| 
Diluted weighted average ordinary shares outstanding | | 
| 10,538,182 | | | 
| 274,909 | | | 
| 5,501,818 | | |
| 
Diluted net income per ordinary share | | 
$ | 0.13 | | | 
$ | 0.13 | | | 
$ | 0.13 | | |
**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 possible 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
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, as of 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 of December 31, 2025, the Class A ordinary shares subject to possible redemption reflected in the balance sheet are reconciled
in the following table:
| 
Gross proceeds from Initial Public Offering | | 
$ | 172,500,000 | | |
| 
Less: | | 
| | | |
| 
Proceeds allocated to Public Warrants | | 
| (3,092,629 | ) | |
| 
Offering costs allocated to Class A ordinary shares subject to possible redemption | | 
| (9,288,574 | ) | |
| 
Plus: | | 
| | | |
| 
Accretion of Class A ordinary shares subject to possible redemption | | 
| 15,867,511 | | |
| 
Class A ordinary shares subject to possible redemption at December 31, 2025 | | 
$ | 175,986,308 | | |
F-13
[Table of Contents](#TableOfContents)
**Recently
Issued Accounting Standards**
In
November2023, the FASB issued ASU2023-07, Segment Reporting (Topic280): Improvements to Reportable Segment Disclosures
(ASU2023-07). 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 Topic280 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 Topic280. The ASU is effective for fiscalyears beginning
after December15, 2023, and interim periods within fiscalyears beginning after December15, 2024, with early adoption
permitted. The Company adopted ASU2023-07on April 1, 2025, the date of its incorporation.
In
December 2023, the FASB issued Accounting Standards Update 2023-09, Improvements to Income Tax Disclosures (ASU
2023-09), which provides for additional disclosures primarily related to the income tax rate reconciliations and income taxes
paid. ASU 2023-09 requires entities to annually disclose the income tax rate reconciliation using both amounts and percentages, considering
several categories of reconciling items, including state and local income taxes, foreign tax effects, tax credits and nontaxable or nondeductible
items, among others. Disclosure of the reconciling items is subject to a quantitative threshold and disaggregation by nature and jurisdiction.
ASU 2023-09 also requires entities to disclose net income taxes paid or received to federal, state and foreign jurisdictions, as well
as by individual jurisdiction, subject to a five percent quantitative threshold. ASU 2023-09 may be adopted on a prospective or retrospective
basis and is effective for fiscal years beginning after December 15, 2024 with early adoption permitted. The Company is currently assessing
the impact, if any, that ASU 2023-09 would have on its financial position, results of operations or cash flows.
Management
does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a
material effect on the Companys financial statements.
****
**Note
3 - Initial Public Offering**
Pursuant
to the Initial Public Offering on July 17, 2025, the Company sold 17,250,000 Units at a purchase price of $10.00 per Unit, which includes
the full exercise of the underwriters Over-Allotment Option in the amount of 2,250,000 Units. Each Unit consists of one Class
A ordinary share and one-half of one redeemable Public Warrant. Each whole Public Warrant entitles the holder to purchase one Class A
ordinary share at a price of $11.50 per share, subject to adjustment. Each Public Warrant will become exercisable 30days after
the completion of the initial Business Combination and will expire fiveyears after the completion of the initial Business Combination,
or earlier upon redemption or liquidation.
**Note
4 - Private Placement**
Simultaneously
with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 450,000 Private Placement Units, at a price of
$10.00 per Private Placement Unit, or $4,500,000 in the aggregate. Each Private Placement Unit consists of one ClassA ordinary
share (each, a Private Placement Share) one-half of one redeemable warrant (each, a Private Placement Warrant).
Each whole Private Placement Warrant entitles the holder to purchase one ClassA ordinary share at a price of $11.50 per share.
The
Private Placement Warrants are identical to the Public Warrants sold in the Initial Public Offering except that, so long as they are
held by the Sponsor, or their permitted transferees, the Private Placement Warrants (i)are not redeemable, (ii)may not (including
the ClassA ordinary shares issuable upon exercise of these Private Placement Warrants), subject to certain limited exceptions,
be transferred, assigned or sold by the holders until 30days after the completion of the initial Business Combination, (iii)may
be exercised by the holders on a cashless basis, and (iv)are entitled to registration rights.
F-14
[Table of Contents](#TableOfContents)
The
Sponsor and the Companys officers and directors have entered into a letter agreement with the Company, pursuant to which they
have agreed to (i)waive their redemption rights with respect to their Founder Shares, Private Placement Shares and any Public Shares
they may acquire during or after the Initial Public Offering in connection with the completion of the initial Business Combination; (ii)waive
their redemption rights with respect to their Founder Shares, Private Placement Shares and any Public Shares they may acquire during
or after the Initial Public Offering in connection with a shareholder vote to approve an amendment to the amended and restated memorandum
and articles of association (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 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 to liquidating distributions from assets
outside the Trust Account; 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) in favor of the initial
Business Combination (except with respect to any such Public Shares which may not be voted in favor of approving the Business Combination
transaction in accordance with the requirements of Rule14e-5 under the ExchangeAct and any SEC interpretations or guidance
relating thereto).
**Note
5 Segment Information**
ASC
Topic280, Segment Reporting, establishes standards for companies to report, in their financial statements, 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 chief operating decision maker, or group, in deciding how
to allocate resources and assess performance.
The
Companys chief operating decision maker (CODM) has been identified as the Chief Financial 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 the Company only hasonereporting 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 included in net income or loss and total assets, which includes the following:
| 
| | 
December 31, 2025 | | |
| 
Cash and cash equivalents | | 
$ | 1,229,956 | | |
| 
Cash and cash equivalents held in Trust Account | | 
$ | 175,986,308 | | |
| 
| | 
Forthe Period from April 1, 2025 (inception) Through December 31, | | |
| 
| | 
2025 | | |
| 
Formation, general and administrative expenses | | 
$ | 391,875 | | |
| 
Administrative expense related party | | 
$ | 163,548 | | |
| 
Income on investments in Trust Account | | 
$ | 2,623,808 | | |
F-15
[Table of Contents](#TableOfContents)
The
CODM reviews formation, general and administrative expenses to manage and forecast cash to ensure enough capital is available to complete
a business combination or similar transaction within the business combination period. The CODM also reviews formation, general and administrative
expenses to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. Formation,
general and administrative expenses, as reported on the statement of operations, are the significant segment information provided to
the CODM on a regular basis.
All
other segment items included in net income or loss are reported on the statement of operations and described within their respective
disclosures.
**Note
6 - Related Party Transactions**
****
**Founder
Shares**
On
April 4, 2025, the Company issued an aggregate of 5,750,000 ClassB ordinary shares, $0.0001 par value per share (the Founder
Shares or Class B ordinary shares), in exchange for a $25,000 payment (approximately $0.004 per share) from the
Sponsor to cover certain expenses on behalf of the Company. Up to 750,000 of the Founder Shares were subject to surrender for no consideration
depending on the extent to which the underwriters Over-Allotment Option in the Initial Public Offering was exercised. As the underwriters
exercised their Over-Allotment Option in full, none of the Founder Shares are subject to such surrender.
The
Founder Shares are identical to the Public Shares included in the Public Unitsbeing sold in the Initial Public Offering except
that (i) prior to the closing of the initial Business Combination, only holders of Class B ordinary shares will be entitled to vote on
certain matters, (ii) the Founder Shares are subject to certain transfer restrictions, as described in more detail below, (iii) the Founder
Shares are entitled to registration rights, and (iv) the Sponsor and the Companys officers and directors have entered into a letter
agreement with the Company, pursuant to which they have agreed to (a)waive their redemption rights with respect to their Founder
Shares, Private Placement Shares and any Public Shares they may acquire during or after the Initial Public Offering in connection with
the completion of the initial Business Combination; (b)waive their redemption rights with respect to their Founder Shares, Private
Placement Shares and any Public Shares they may acquire during or after the Initial Public Offering in connection with a shareholder
vote to approve an amendment to the amended and restated memorandum and articles of association (1)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 has not consummated an initial Business Combination within the Completion Window or (2)with respect to any
other material provisions relating to shareholders rights or pre-initial Business Combination activity; (c)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 to liquidating distributions from assets outside the Trust Account; and (d)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) in favor of the initial Business Combination (except with respect to any such Public Shares
which may not be voted in favor of approving the Business Combination transaction in accordance with the requirements of Rule14e-5
under the ExchangeAct and any SEC interpretations or guidance relating thereto).
The
Sponsor has agreed not to transfer, assign or sell any of its Founder Shares until the earlier to occur of (A)180 days after the
completion of the initial Business Combination or (B) the date on which the Company completes a liquidation, merger, share exchange,
reorganization or other similar transaction that results in all of the public shareholders having the right to exchange their Public
Shares for cash, securities or other property.
****
**Promissory
Note - Related Party**
On
April3, 2025, the Company and the Sponsor entered into a promissory note (the Promissory Note), whereby the Sponsor
agreed to loan the Company an aggregate of up to $400,000 to cover expenses related to the Initial Public Offering. The Promissory Note
was non-interest bearing and payable on the earlier of December 31, 2025, or the date on which the Company consummates the Initial Public
Offering. As of July 17, 2025, the Company had borrowed $223,827 under the Promissory Note. On July 17, 2025, the Company paid $249,981
to the Sponsor, resulting in an overpayment of $26,154 that was recorded as a due from related party. On December 31, 2025, the Sponsor
paid the Company $26,154. As a result, the related party receivable has been reduced to $0. The Promissory Note was non-interest bearing
and no amounts are outstanding as of December 31, 2025. Borrowings under the Promissory Note are no longer available.
****
F-16
[Table of Contents](#TableOfContents)
****
**Administrative
Services and Indemnification Agreement**
On
July 15, 2025, the Company entered into an Administrative Services and Indemnification Agreement with the Sponsor, Cambridge International
Partners LLC (Cambridge) and Alumia S..R.L. (Alumia) (the Administrative and Indemnification
Agreement). The Company agreed to pay the Sponsor $30,000 per month for office and administrative services and to provide indemnification
to the Sponsor, Cambridge, and Alumia from any claims arising out of or relating to the Initial Public Offering or the Companys
operations or conduct of the Companys business or any claim against the Sponsor, Cambridge or Alumia alleging any expressed or
implied management or endorsement by the Sponsor, Cambridge or Alumia of any of the Companys activities or any express or implied
association between the Sponsor, Cambridge or Alumia and the Company or any of its affiliates, which agreement provides that the indemnified
parties cannot access the funds held in the Trust Account.
As
of December 31, 2025, there was $137,395 due to related party pursuant to the Administrative Services and Indemnification Agreement.
The Company incurred $163,548 for the period from April 1, 2025 (inception) through December 31, 2025. Amounts have been included in
administrative expense related party in the accompanying statement of operations.
****
**Related
Party Loans**
In
order to finance transaction costs in connection with its initial Business Combination, the Sponsor or an affiliate of the Sponsor, or
the Companys officers and directors may, but are not obligated to, loan the Company funds as may be required (Working Capital
Loans). If the Company completes its initial Business Combination, the Company would repay the Working Capital Loans. In the event
that the initial Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay
the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Any Working Capital
Loans are convertible into private placement-equivalent units of the post-Business Combination entity at a price of $10.00 per unit (Working
Capital Units) at the option of the lender. As of December 31, 2025, the Company had no Working Capital Loans.
****
**Note
7 - Commitments and Contingencies**
****
**Risks
and Uncertainties**
Various
macroeconomic, geopolitical and regulatory uncertainties and challenges pose risks to economic conditions in the U.S. and globally, including,
among others, any resurgence in inflation, changes to trade and tariffs, immigration, energy and other policies resulting from the new
U.S. administration, changes in interest rate policies, economic conditions and tensions involving China, U.S. federal government shutdowns
and geopolitical instability resulting from the ongoing wars between Russia and Ukraine and between Israel and Hamas, Iran and its proxies
in certain of the neighboring countries in the Middle East. In response to the ongoing war between Russia and Ukraine, 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, increasing geopolitical tensions among a number of nations.
The ongoing wars between Russia and Ukraine and between Israel and Hamas, Iran and its proxies in certain of the neighboring countries
in the Middle East 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.
F-17
[Table of Contents](#TableOfContents)
Any
of the above mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions
resulting from the ongoing wars between Russian and Ukraine, Israel and Hamas, Iran and its proxies in certain of the neighboring countries
in the Middle East 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.
****
**Registration
Rights**
The
holders of the (i)Founder Shares, (ii)Private Placement Units (including the securities comprising such units), and (iii)Working
Capital Units (including the securities comprising such units) that may be issued upon conversion of working capital loans are entitled
to registration rights, requiring the Company to register such securities and any of the other securities they hold or acquire prior
to the consummation of the initial Business Combination for resale. The holders of these securities 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 initial Business Combination. The
Company will bear the expenses incurred in connection with the filing of any such registration statements.
**Underwriting
Agreement**
As
described above, The Company granted the underwriters a 45-day option from the date of the Initial Public Offering to purchase up to
an additional 2,250,000 Over-Allotment Option Units to cover over-allotments, if any. On July 17, 2025, the underwriters fully exercised
their Over-Allotment Option.
The
underwriters were entitled to2.0% of the gross proceeds of the Initial Public Offering, excluding the gross proceeds pursuant to
the Over-Allotment Option, or $3,000,000, paid to the underwriters upon the closing of the Initial Public Offering in the form of a cash
underwriting discount. The underwriters made a payment to us at the closing of the Initial Public Offering to reimburse certain of our
expenses and fees in connection with the Initial Public Offering, including certain expenses and fees incurred following the consummation
of the Initial Public Offering, in an amount equal to 1.0% of the aggregate gross proceeds of the offering, including any proceeds from
the exercise of the Over-Allotment Option; provided, however that the expense reimbursement attributable to the aggregate gross proceeds
from the exercise of the Over-Allotment Option was deferred and will be paid to us at the closing of an initial business combination
only if the underwriters deferred commissions, including any underwriting fee payable pursuant to the exercise of the Over-Allotment
Option, has been paid to the underwriters at the closing of such initial business combination. On July 17, 2025, as part of the closing
of the Initial Public Offering, the Company received reimbursement from the underwriters of $1,500,000.
In
addition, the underwriters have agreed to defer underwriting commissions of 4.0% of the gross proceeds of the Initial Public Offering
(excluding the gross proceeds pursuant to the exercise of the underwriters Over-Allotment Option) and 6.0% of the gross proceeds
pursuant to the exercise of the underwriters Over-Allotment Option. Upon and concurrently with the completion of a Business Combination,
up to $7,350,000, which constitutes the underwriters deferred commissions, will be paid to the underwriters from the funds held
in the Trust Account as follows: (i) a cash payment of $2,000,000 and (ii) up to $5,350,000 of the aggregate gross proceeds of the Initial
Public Offering, representing the remaining deferred commissions, which will be reduced based on the percentage of total funds from the
Trust Account released to pay redeeming shareholders.
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**Note
8 Shareholders Deficit**
****
**Preference
Shares** - The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share 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 a total of 400,000,000 ClassA ordinary shares, par value of $0.0001
per share. At December 31, 2025, 450,000 shares of Class A ordinary shares were issued and outstanding, excluding17,250,000shares
subject to possible redemption.
****
**Class
B Ordinary Shares** - The Company is authorized to issue a total of 80,000,000 ClassB ordinary shares, par value of $0.0001
per share. On April 4, 2025, the Company issued 5,750,000 ClassB ordinary shares to the Sponsor for $25,000, or approximately $0.004
per share. At December 31, 2025, there were 5,750,000 shares of Class B ordinary sharesissued and outstanding..
The
Founder Shares will automatically convert into ClassA ordinary shares immediately prior to, or 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 sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further
adjustment. In the case that additional ClassA ordinary shares or equity-linked securities are issued or deemed issued in connection
with the initial Business Combination, the number of ClassA ordinary shares issuable upon conversion of all ClassB ordinary
shares will equal, in the aggregate, 25% of the total number of ClassA ordinary shares outstanding after such conversion (excluding
the Private Placement Shares and the Class A ordinary shares underlying the Private Placement Warrants and after giving effect to any
redemptions of Class A ordinary shares by public shareholders), including the total number of ClassA ordinary shares issued, or
deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company
in connection with or in relation to the consummation of the initial Business Combination, excluding any ClassA ordinary shares
or equity-linked securities exercisable for or convertible into ClassA ordinary shares issued, or to be issued, to any seller in
the initial Business Combination and any Private Placement Units issued to the Sponsor, officers or directors upon conversion of Working
Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.
Ordinary
shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Holders of ClassA
ordinary shares and holders of ClassB ordinary shares will vote together as a single class on all matters submitted to a vote of
the Companys shareholders except as required by law. However, prior to the closing of the initial Business Combination, only holders
of 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 the constitutional documents of the Company or to adopt
new constitutional documents of the Company, in each case, as a result of the Company approving a transfer by way of continuation in
a jurisdiction outside the Cayman Islands). This provision of the amended and restated memorandum and articles of association may only
be amended by a special resolution passed by not less than 90% of the ordinary shares which are represented in person or by proxy and
are voted at the general meeting. Unless otherwise specified in the amended and restated memorandum and articles of association, or as
required by applicable provisions of the Companies Act or applicable stock exchange rules, the affirmative vote of a majority of the
ordinary shares that are represented in person or by proxy and are voted is required to approve any such matter voted on by the Companys
shareholders. Approval of certain actions will require a special resolution under Cayman Islands law, which requires the affirmative
vote of at least two-thirds of the ordinary shares which are represented in person or by proxy and are voted at a general meeting of
the Company, and pursuant to the amended and restated memorandum and articles of association; such actions include amending the amended
and restated memorandum and articles of association and approving a statutory merger or consolidation with another company. The Companys
board of directors is 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. There is no cumulative voting with respect to the appointment of directors, with the result
that the holders of more than 50% of the shares voted for the appointment of directors can appoint all of the directors. The Companys
shareholders are entitled to receive ratable dividends when, as and if declared by the board of directors out of funds legally available
therefor.
**Warrants
-** As of December 31, 2025, there were 8,850,000 Warrants outstanding, including 8,625,000 Public Warrants and 225,000 Private Placement
Warrants. Each whole Public Warrant entitles the holder to purchase one ClassA ordinary share at a price of $11.50 per share, subject
to adjustment as discussed herein. The Public Warrants cannot be exercised until 30days after the completion of the initial Business
Combination, and will expire at 5:00p.m., NewYork City time, fiveyears after the completion of the initial Business
Combination or earlier upon redemption or liquidation.
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The
Company will not be obligated to deliver any ClassA ordinary shares pursuant to the exercise of a Public Warrant and will have
no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act with respect to the ClassA
ordinary shares underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Companys
satisfying its obligations. No Public Warrant will be exercisable and the Company will not be obligated to issue a ClassA ordinary
share upon exercise of a Public Warrant unless the ClassA ordinary share issuable upon such Public 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 Public Warrants.
In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a Public Warrant, the holder
of such Public Warrant will not be entitled to exercise such Public Warrant and such Public Warrant may have no value and expire worthless.
In no event will the Company be required to net cash settle any Public Warrant.
Under
the terms of that certain warrant agreement, dated as of July 15, 2025, by and between the Company and Continental Stock Transfer &
Trust Company (the Warrant Agreement), the Company agreed that, as soon as practicable, but in no event later than 20business
days after the closing of its Business Combination, it will use commercially reasonable efforts to file with the SEC a post-effective
amendment to the registration statement for the Initial Public Offering or a new registration statement for the registration under the
Securities Actofthe ClassA ordinary shares issuable upon exercise of the Public Warrants and the Company thereafter
will use commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration
statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of
the Warrant Agreement. If a registration statement covering the ClassA ordinary shares issuable upon exercise of the Public Warrants
is not effective by the sixtieth (60th) businessday after the closing of the initial Business Combination, Public 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 Public Warrants on a cashless basis in accordance with Section3(a)(9)of
the Securities Act or another exemption. Notwithstanding the above, if the ClassA ordinary shares are at the time of any exercise
of a Public Warrant not listed on a national securities exchange such that they satisfy the definition of a covered security
under Section18(b)(1)of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise
their Public Warrants to do so on a cashless basis in accordance with Section3(a)(9)of the Securities Act and,
in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the
event the Company does not so elect, the Company will use commercially reasonable efforts to register or qualify the shares under applicable
blue sky laws to the extent an exemption is not available.
If
the holders exercise their Public Warrants on a cashless basis, they would pay the Public Warrant exercise price by surrendering the
Public 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 Public Warrants, multiplied by the excess of the fair market value
of the ClassA ordinary shares over the exercise price of the Public 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 Public Warrants, as applicable.
*Redemption
of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00*: Once the Public Warrants become exercisable, the
Company may redeem the outstanding Public Warrants:
| | | in whole and not in part; | |
| | | | |
| | | at a price of $0.01 per Public 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 ClassA ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a Public Warrant) for any 20trading days within a 30-tradingday period commencing at least 30days after completion of the Companys initial Business Combination and ending threebusiness days before the Company sends the notice of redemption to the Public Warrant holders. | |
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Additionally,
if the number of outstanding ClassA ordinary shares is increased by a share capitalization payable in ClassA ordinary shares,
or by a split-up of ordinary shares or other similar event, then, on the effective date of such share capitalization, split-up or similar
event, the number of ClassA ordinary shares issuable on exercise of each Public Warrant will be increased in proportion to such
increase in the outstanding ordinary shares. A rights offering to holders of ordinary shares entitling holders to purchase ClassA
ordinary shares at a price less than the fair market value will be deemed a share capitalization of a number of ClassA ordinary
shares equal to the product of (i)the number of ClassA ordinary shares actually sold in such rights offering (or issuable
under any other equity securities sold in such rights offering that are convertible into or exercisable for ClassA ordinary shares)
and (ii)the quotient of (x)the price per ClassA ordinary share paid in such rights offering and (y)the fair market
value. For these purposes (i)if the rights offering is for securities convertible into or exercisable for ClassA ordinary
shares, in determining the price payable for ClassA ordinary shares, there will be taken into account any consideration received
for such rights, as well as any additional amount payable upon exercise or conversion and (ii)fair market value means the volume
weighted average price of ClassA ordinary shares as reported during the ten (10)trading day period ending on thetrading
day prior to the first date on which the ClassA ordinary shares trade on the applicable exchange or in the applicable market, regular
way, without the right to receive such rights.
In
addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection
with the closing of an initial Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share
(with such issue price or effective issue price to be determined in good faith by the Companys board of directors and, in the
case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such
affiliates, as applicable, prior to such issuance) (the Newly Issued Price), (y) the aggregate gross proceeds from such
issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of an initial Business
Combination on the date of the consummation of an initial Business Combination (net of redemptions), and (z) the volume weighted average
trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the
Company consummates the initial Business Combination (such price, the Market Value) is below $9.20 per share, then the
exercise price of the Public 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 price described above will be adjusted (to the nearest cent) to be
equal to 180% of the higher of the Market Value and the Newly Issued Price. The Public Warrants may be exercised upon surrender of the
warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side
of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price (or on a cashless basis,
if applicable), by certified or official bank check payable to the Company, for the number of warrants being exercised. The holders of
Public Warrants do not have the rights or privileges of holders of Class A ordinary shares and any voting rights until they exercise
their warrants and receive Class A ordinary shares. After the issuance of Class A ordinary shares upon exercise of the Public Warrants,
each holder will be entitled to one vote for each share held of record on all matters to be voted on by shareholders.
****
**Note
9 Fair Value Measurements**
****
The
fair value of the Companys financial assets and liabilities reflects Managements estimate of amounts that the Company would
have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction
between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company
seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable
inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is
used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and
liabilities:
| 
| 
Level1: | 
Quoted prices in active
markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the
asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. | |
| 
| 
Level2: | 
Observable inputs other
than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted
prices for identical assets or liabilities in markets that are not active. | |
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| 
| 
Level3: | 
Unobservable inputs based
on assessment of the assumptions that market participants would use in pricing the asset or liability. | |
Upon
consummating the Initial Public Offering on July 17, 2025, the Public Warrants were valued using a Black-Scholes Simulation Model, resulting in a fair value of $3,092,629. The
Public Warrants were valued using Level 3 inputs and 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:
| | | July 17, 2025 | | |
| Implied Class A Ordinary Share price | | $ | 9.86 | | |
| Exercise price | | $ | 11.50 | | |
| Simulation term (years) | | | 6.75 | | |
| Risk-free rate | | | 4.19 | % | |
| Selected volatility | | | 2.80 | % | |
| Calculated value per Warrant | | $ | 0.36 | | |
| Market adjustment | | | 30.20 | % | |
****
**Note
10 - Subsequent Events**
The Company evaluated subsequent events and transactions
that occurred after the accompanying balance sheet date through the date that the accompanying 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 accompanying
financial statements.
F-22