Filed 2026-03-30 · Period ending 2025-12-31 · 76,176 words · SEC EDGAR
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# American Exceptionalism Acquisition Corp. A (AEXA) — 10-K **Filed:** 2026-03-30 **Period ending:** 2025-12-31 **Accession:** 0001193125-26-130528 **Source:** [SEC EDGAR](https://www.sec.gov/Archives/edgar/data/2079173/000119312526130528/) **Origin leaf:** df39b008847d5d66c393795f7257dc44cba9b19a2134b67816b197c54325080d **Words:** 76,176 --- [Table of Contents](#toc) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM10-K (Mark One) | | ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 | | For the fiscal year endedDecember 31, 2025 OR | | TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 | | For the transition period from to . Commission File Number001-42866 AMERICAN EXCEPTIONALISM ACQUISITION CORP. A (Exact Name of Registrant as Specified in Its Charter) | | | Cayman Islands | | 98-1871331 | | | (State or Other Jurisdiction ofIncorporation or Organization) | | (I.R.S. EmployerIdentification No.) | | | | | 506 Santa Cruz Ave., Suite 300Menlo Park, CA | | 94025 | | | (Address of Principal Executive Offices) | | Zip Code | | (650) 521-9007 (Registrants telephone number) Securities registered pursuant to Section 12(b) of the Act: | | | Title of Each Class | | Trading Symbol(s) | | Name of Each Exchange on Which Registered | | | Class A ordinary shares, $0.0001 par value per share | | AEXA | | The New York Stock Exchange | | Securities registered pursuant to Section12(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.YesNo Indicate by check mark if the Registrant is not required to file reports pursuant to Section13 or 15(d) of the Act.YesNo Indicate by check mark whether the Registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities Exchange Act of 1934 during the preceding 12months (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 90daysYesNo Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of Regulation S-T (232.405 of this chapter) during the preceding 12months (or for such shorter period that the Registrant was required to submit such files).YesNo Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule12b-2 of the Exchange Act. | | | Largeacceleratedfiler | | | | Acceleratedfiler | | | | | | | Non-accelerated filer | | | | Smallerreportingcompany | | | | | | | | | Emerginggrowthcompany | | | | If an emerging growth company, indicate by check mark if the registr an t has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section13(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 Section404(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 Section12(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). The registrants securities were not listed on any exchange and had no value as of the last business day of the second fiscal quarter of 2025. The registrants ClassA ordinary shares began trading on the New York Stock Exchange on September26, 2025. Accordingly, there wasnomarket value for the registrants common equity as of the last business day of the second fiscal quarter of 2025. Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act).YesNo As of March 30, 2026, there were 34,675,000 ClassA ordinary shares, $0.0001 par value, and 14,785,714 ClassB ordinary shares, $ 0.0001 par value, issued and outstanding. DOCUMENTS INCORPORATED BY REFERENCE None. [Table of Contents](#toc) AMERICAN EXCEPTIONALISM CORP. A ANNUAL REPORT ON FORM 10-K TABLE OF CONTENTS | | | | | Page | | | | CERTAIN TERMS | | | i | | | | CAUTIONARY NOTEREGARDING FORWARD-LOOKING STATEMENTS | | | iii | | | | SUMMARY OF THE MATERIAL RISKS ASSOCIATED WITH OUR BUSINESS | | | iv | | | | PARTI | | | 1 | | | | Item1. Business | | | 1 | | | | Item1A. Risk Factors | | | 18 | | | | Item1B. Unresolved Staff Comments | | | 61 | | | | Item1C. Cybersecurity | | | 61 | | | | Item2. Properties | | | 61 | | | | Item3. Legal Proceedings | | | 61 | | | | Item4. Mine Safety Disclosures | | | 61 | | | | PARTII | | | 62 | | | | Item5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | | | 62 | | | | Item6. [Reserved] | | | 63 | | | | Item7. Managements Discussion and Analysis of Financial Condition and Results of Operations. | | | 63 | | | | Item7A. Quantitative and Qualitative Disclosures about Market Risk | | | 66 | | | | Item8. Financial Statements and Supplementary Data | | | 66 | | | | Item9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | | | 66 | | | | Item9A. Controls and Procedures. | | | 66 | | | | Item9B. Other Information. | | | 66 | | | | Item9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. | | | 66 | | | | PARTIII | | | 67 | | | | Item10. Directors, Executive Officers and Corporate Governance | | | 67 | | | | Item11. Executive Compensation. | | | 76 | | | | Item12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | | | 76 | | | | Item13. Certain Relationships and Related Transactions, and Director Independence | | | 79 | | | | Item14. Principal Accounting Fees and Services | | | 80 | | | | PARTIV | | | 82 | | | | Item15. Exhibits, Financial Statement Schedules | | | 82 | | | | Item16. Form10-K Summary | | | 84 | | | [Table of Contents](#toc) CERTAIN TERMS Unless otherwise stated in this Annual Report on Form10-K (this Annual Report), references to: we, us, our, company or our company are to American Exceptionalism Acquisition Corp. A, a Cayman Islands exempted company; amended and restated memorandum and articles of association are to our Amended and Restated Memorandum and Articles of Association; ClassA ordinary shares are to our ClassA ordinary shares, par value $0.0001 per share; ClassB ordinary shares are to our ClassB ordinary shares, par value $0.0001 per share; Companies Act are to the Companies Act (Revised) of the Cayman Islands as the same may be amended from time to time; completion window are to (i)the period ending on the date that is 24 months from the closing of our initial public offering (or 27 months from the closing of our initial public offering if we have executed a definitive agreement for an initial business combination within 24 months from the closing of our initial public offering) or such earlier liquidation date as our board of directors may approve, or such later period approved by our shareholders, in which we must complete an initial business combination or (ii)such other time period in which we must complete an initial business combination pursuant to an amendment to our amended and restated memorandum and articles of association; directors are to our current directors; equity-linked securities are to any debt or equity securities that are convertible, exercisable or exchangeable for ClassA ordinary shares issued in connection with our initial business combination including but not limited to a private placement of equity or debt; founder are to Chamath Palihapitiya, who is also our Chairman and a director; founder shares are to our ClassB ordinary shares initially purchased by our sponsor in a private placement prior to our initial public offering and the ClassA ordinary shares that will be issued upon the automatic conversion of the ClassB ordinary shares on or prior to the tenth anniversary of our initial business combination, upon the earlier of (i)our meeting certain share price performance thresholds following the completion of our initial business combination, and (ii)subsequent to the completion of our initial business combination, the date on which a change of control occurs, in each case of clause (i)or clause (ii), on a one-for-one basis, subject to adjustment, as described herein (for the avoidance of doubt, such ClassA ordinary shares will not be public shares); initial shareholders are to our sponsor and any other holders of our founder shares immediately prior to our initial public offering (including certain of our directors); letter agreement are to the letter agreement entered into between us, our sponsor and each of our directors and officers on September25, 2025; management or our management team are to our officers and directors, including our founder; NYSE are to the New York Stock Exchange; ordinary shares are to our ClassA ordinary shares and our ClassB ordinary shares; our initial public offering are to our initial public offering, which was consummated on September29, 2025; i [Table of Contents](#toc) private placement shares are to the ClassA ordinary shares issued to our sponsor in a private placement simultaneously with the closing of our initial public offering, which are identical to the public shares, subject to certain exceptions; public shareholders are to the holders of our public shares, including our initial shareholders, management team or advisors to the extent our initial shareholders, members of our management team and/or advisors purchase public shares, provided that each initial shareholders, member of our management teams or advisors status as a public shareholder will only exist with respect to such public shares; public shares are to ClassA ordinary shares sold in our initial public offering (whether they were purchased in our initial public offering or thereafter in the open market); shares are to our public shares and private placement shares; Social Capital are to Social Capital Group LLC and, where applicable, its affiliates; sponsor are to AEXA Sponsor LLC, a Cayman Islands limited liability company and an affiliate of Social Capital that was recently formed in July 2025 to invest in our company, as further discussed under Item 1. Our Sponsor and Our Founder, below; working capital loans are to loans that our sponsor, an affiliate of our sponsor or certain of our officers and directors, may provide to us, although they are not obligated to do so, to address working capital deficiencies or to finance transaction costs in connection with a business combination; and $ are to the United States dollar. ii [Table of Contents](#toc) CAUTIONARY NOTEREGARDING FORWARD-LOOKING STATEMENTS Some statements contained in this Annual Report on Form10-K are forward-looking in nature. 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, intends, 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 Annual Report may include, for example, statements about: | | | | our ability to select an appropriate target business or businesses; | | | | | | our ability to complete our initial business combination; | | | | | | our expectations around the performance of a 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 ability to consummate an initial business combination due to uncertainty resulting from the outbreak of infectious diseases; | | | | | | the ability of our officers and directors to generate a number of potential business combination opportunities; | | | | | | our public securities potential liquidity and trading; | | | | | | the lack of a market for our securities; | | | | | | the use of proceeds not held in the trust account or available to us from interest income on the trust account balance; | | | | | | the trust account not being subject to claims of third parties; or | | | | | | our financial performance following our initial public offering or following our initial business combination. | | The forward-looking statements contained in this Annual Report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading Item 1A. 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. iii [Table of Contents](#toc) SUMMARY OF THE MATERIAL RISKS ASSOCIATED WITH OUR BUSINESS An investment in our securities involves a high degree of risk. The occurrence of one or more of the events or circumstances described in the section titled Item1A. Risk Factors, alone or in combination with other events or circumstances, may materially adversely affect our business, financial condition and operating results. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. Such risks include, but are not limited to: | | | | We are a blank check company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective. | | | | | | Our public shareholders may not be afforded an opportunity to vote on our proposed initial business combination, and even if we hold a vote, 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. | | | | | | 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 not be able to complete our initial business combination within the completion window, in which case we would cease all operations except for the purpose of winding up, and we would redeem our public shares and liquidate, in which case our public shareholders may only receive $10.00 per share, or less than such amount in certain circumstances. | | | | | | If we seek shareholder approval of our initial business combination, our sponsor, initial shareholders, directors, officers, advisors and their affiliates may elect to purchase shares from public shareholders, which may impact a vote on a proposed business combination and reduce the public float of our ClassA ordinary shares. | | | | | | NYSE 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. | | | | | | If the net proceeds of our initial public offering and the sale of the private placement shares not being held in the trust account are insufficient to allow us to operate for at least the next 24months (or 27months, as applicable), it could limit the amount available to fund our search for a target business or businesses and complete our initial business combination, and we will depend on loans from our sponsor or management team to fund our search and to complete our initial business combination. | | | | | | If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per share. | | | | | | We may not hold an annual general meeting of shareholders until after the consummation of our initial business combination, which could delay the opportunity for our shareholders to appoint directors. | | | | | | The grant of registration rights to our initial shareholders may make it more difficult to complete our initial business combination, and the future exercise of such rights may adversely affect the market price of our ClassA ordinary shares. | | | | | | Past performance by our management team, our sponsor and their affiliates, including investments and transactions in which they have participated and businesses with which they have been associated, may not be indicative of future performance of an investment in the company. | | | | | | 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. | | iv [Table of Contents](#toc) | | | | Our officers and directors presently have, and any of them in the future may have additional fiduciary, contractual, or other obligations to other entities and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented. | | | | | | 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 have acquired or will acquire during or after our initial public offering), a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination. | | | | | | 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. | | | | | | 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. | | | | | | 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. | | | | | | 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. | | | | | | The nominal purchase price paid by our sponsor for the founder shares may result in significant dilution to the implied value of your public shares upon the consummation of our initial business combination and our sponsor is likely to make a substantial profit on its investment in us in the event we consummate an initial business combination, even if the business combination causes the trading price of our ordinary shares to materially decline. | | | | | | The value of the founder shares following completion of our initial business combination is likely to be substantially higher than the nominal price paid for them, even if the trading price of our ordinary shares at such time is substantially less than $10.00 per share. | | | | | | You will not 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 rights, potentially at a loss. | | | | | | 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. | | | | | | 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 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. | | v [Table of Contents](#toc) PARTI Item1. Business Overview We are blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this Annual Report as our initial business combination. While we may pursue an initial business combination opportunity in any business or industry, we believe our management team is well positioned to identify unique opportunities across the technology private company landscape. We intend to find companies that operate in sectors that we believe will be instrumental in maintaining U.S. global leadership for the next century. We believe that these innovative sectors are dependent on new company formation, the sustainability of robust private market funding and an increased willingness of private technology companies to become publicly traded and therefore become available to a broader universe of investors who can benefit from their disruption and growth. Our Sponsor and Our Founder Our sponsor is a Cayman Islands limited liability company, which was formed to invest in our company. Although our sponsor is permitted to undertake any activities permitted under the Companies Act and other applicable law, our sponsors business is focused on investing in our company. SC SPAC Holdings LLC, a Delaware limited liability company owns 90% of the membership interests of our sponsor, AEXA Sponsor LLC, and 2.5% is owned by each of an affiliate of Steven Trieu, our Chief Executive Officer, and Jeffrey Vignos, our Chief Financial Officer. Mr.Chamath Palihapitiya, our founder, Chairman and a Director, controls SC SPAC Holdings LLC and controls the management of our sponsor, including the exercise of voting and investment discretion over the securities of our company held by our sponsor. As of the date of this Annual Report, other than SC SPAC Holdings LLC, an affiliate of Steven Trieu, our Chief Executive Officer, and Jeffrey Vignos, our Chief Financial Officer, no other person has a direct or indirect material interest in our sponsor. We are led by Chamath Palihapitiya, the founder and Managing Partner of Social Capital. Like Social Capital, the company is formed to confront the worlds hardest problems. Although these problems have evolved over the past decade, our approach remains the samewith a dedication to first principles thinking, deep technological understanding and a willingness to be contrarian to consensus. Social Capital is a Silicon Valley based technology holding company founded by Mr.Palihapitiya in 2011 with a mission to advance humanity by solving the worlds hardest problems. Social Capital invests across the company lifecycle, from early-stage startups to transformational public companies. The platform is oriented toward long-term ownership and has a strong investment track record and experience in driving dramatic growth. Social Capital focuses on investing in fast growing companies creating significant disruption in multiple industries, including healthcare, space, financial services, artificial intelligence and social media. Our management team also includes Steven Trieu, our Chief Executive Officer and Jeffrey Vignos, our Chief Financial Officer. Mr.Trieu is the Group Chief Financial Officer for Social Capital, and currently serves as a Member of Groqs board of directors and Chief Financial Officer of 8090 Solutions. Prior to joining Social Capital, Mr.Trieu has held several senior management roles at various Silicon Valley companies, including Yahoo!, Facebook and Quora. Mr.Vignos is the Controller for Social Capital and manages Mr.Palihapitiyas family office. Prior to joining Social Capital, Mr.Vignos was part of the management team of PwCs private audit practice. He is a certified public accountant. Mr.Palihapitiya and the members of our management team have extensive experience with blank check companies and have served as executive officers and directors in 10 prior SPACs, six of which successfully completed business combinations with substantial committed capital. 1 [Table of Contents](#toc) Business Strategy We believe that our management teams relationships with technology company founders, executives of private and public companies, venture capitalists and growth equity fund managers, in addition to the extensive industry and geographical reach of Social Capitals networks, will give us a competitive advantage in pursuing a broad range of opportunities. We believe that our management teams ability to identify and implement value creation initiatives will remain central to our differentiated acquisition strategy. Our strategy is to create an alternative path to a traditional IPO for disruptive and agile companies to achieve their long-term objectives and overcome key roadblocks to becoming public. By leveraging our extensive operational experience and network, we believe we can provide a number of significant benefits to potential targets and public market investors that can potentially lead to attractive long-term risk-adjusted returns in the public markets. Company History On July25, 2025, our sponsor paid $25,000, or approximately $0.002 per share, to cover certain of our initial public offering costs in exchange for 12,321,429 founder shares. The registration statement for our initial public offering was declared effective on September25, 2025. On September23, 2025, our sponsor assigned and transferred an aggregate of 300,000 founder shares (150,000 founder shares each) to the two independent directors of the company in exchange for their services as independent directors through our initial business combination. On September25, 2025, the company issued an additional 2,464,285founder shares to our sponsor through share capitalization. As a result, our sponsor holds an aggregate of 14,785,714 founder shares. Up to 1,928,571 of the founder shares were to be forfeited by our sponsor for no consideration, depending on the extent to which the underwriters over-allotment option was exercised. On September29, 2025, we consummated the initial public offering of 34,500,000 shares, including the full exercise by the underwriters of their over-allotment option in the amount of 4,500,000 shares, at $10.00 per share, generating gross proceeds of $345,000,000. As such, the 1,928,571 founder shares are no longer subject to forfeiture. Simultaneously with the closing of our initial public offering, we consummated the sale of 175,000 private placement shares, at a price of $10.00 per private placement share in a private placement to our sponsor, generating gross proceeds of $1,750,000. Following the closing of our initial public offering on September29, 2025, an amount of $345,000,000 ($10.00 per share) from the net proceeds of the sale of the ClassA ordinary shares, and a portion of the net proceeds from the sale of the private placement shares was held in a trust account at JP Morgan Chase Bank, N.A., maintained by Continental Stock Transfer& Trust Company, acting as trustee (the trust account). The trust account is initially invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act that 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 our intended business combination. At December31, 2025, we had not yet commenced operations. All activity through December31, 2025 relates to the companys formation, its initial public offering, and identifying a target company for our initial business combination. Initial Business Combination NYSE rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discount held in trust). Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. While we consider it likely that our board of directors will be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of the targets assets or prospects. Additionally, pursuant to NYSE rules, any initial business combination must be approved by a majority of our independent directors. 2 [Table of Contents](#toc) 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. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% of net assets test described above. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors, or 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 company 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, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions, stating that the consideration to be paid by us in such an initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context. Unless we complete our initial business combination with an affiliated entity or our board of directors cannot independently determine the fair market value of the target business or businesses (including with the assistance of financial advisors), we are not required to obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that the price we are paying is fair to the 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. Members of our management team and our independent directors will directly or indirectly own founder shares and/or private placement shares and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. The low price that our sponsor, executive officers and directors (directly or indirectly) paid for the founder shares creates an incentive whereby our officers and directors could potentially make a substantial profit even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. We seek to mitigate this by providing that the founder shares only vest once the stock price of the company resulting from our initial business combination increases by at least 50% (or upon an earlier change of control), as further described herein. If we are unable to complete our initial business combination within 24 months from the closing of our initial public offering (or 27 months from the closing of our initial public offering if we have executed a definitive agreement for an initial business combination within 24 months from the closing of our initial public offering), or by such earlier liquidation date as our board of directors may approve, or such later period approved by our shareholders, the founder shares and private placement shares may be worthless, except to the extent they receive liquidating distributions from assets outside the trust account, which could create an incentive for our sponsor, executive officers and directors to complete a transaction even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. 3 [Table of Contents](#toc) Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director may be required to present a business combination opportunity to such entities. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity (unless such opportunity was presented to them solely in their capacity as officers or directors of our company, and it is an opportunity our company is able to complete on a reasonable basis), subject to their fiduciary duties under Cayman Islands law. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by law: (i)no individual serving as a director or an officer, among other persons, shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us, and (ii)we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter (a)which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other or (b)whose presentation would breach an existing legal obligation of a director or officer to any other entity. Such fiduciary duties or contractual obligations of our officers or directors could materially affect our ability to complete our initial business combination. We have filed a Registration Statement on Form8-A with the SEC to voluntarily register our securities under Section12 of the Securities Exchange Act of 1934, as amended, (the Exchange Act). As a result, we are subject to the rulesand regulations promulgated under the Exchange Act. We have no current intention of filing a Form15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination. Emerging Growth Company Status and Other Corporate Information Our executive offices are located at 506 Santa Cruz Ave., Suite 300, Menlo Park, CA 94025 and our telephone number is (650) 521-9007. We are an exempted company incorporated on July11, 2025 under the laws of the Cayman Islands. Exempted companies are Cayman Islands companies conducting business 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 Section6 of the Tax Concessions Act (As Revised) of the Cayman Islands, for a period of 30 years from the date of the undertaking, no law that is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i)on or in respect of our shares, debentures or other obligations or (ii)by way of the withholding in whole or in part of a payment of dividends or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. We are an emerging growth company, as defined in Section2(a) of the Securities Act of 1933, as amended (the Securities Act), as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section404 of the Sarbanes-Oxley Act of 2002 (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. 4 [Table of Contents](#toc) In addition, Section107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (a)the last day of the fiscal year (i)following the fifth anniversary of the completion of our initial public offering, (ii)in which we have total annual gross revenue of at least $1.235billion, or (iii)in which we are deemed to be a large accelerated filer, which means the market value of our ClassA ordinary shares that are held by non-affiliates exceeds $700million as of the prior June30, and (b)the date on which we have issued more than $1.0billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company will have the meaning associated with it in the JOBS Act. 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 (a)the market value of our ordinary shares held by non-affiliates is equal to or exceeds $250million as of the prior June30 or (b)our annual revenues equaled or exceeded $100million during such completed fiscal year. Finally, prior to the consummation of a business combination, only holders of our ClassB ordinary shares will have the right to vote on the appointment or removal of directors. As a result, NYSE will consider us to be a controlled company within the meaning of NYSE corporate governance standards. Under NYSE corporate governance standards, a company of which more than 50% of the voting power for the appointment of directors is held by an individual, group or another company is a controlled company and may elect not to comply with certain corporate governance requirements. We currently do not intend to rely on the controlled company exemption, but may do so in the future. Accordingly, if we choose to do so, you will not have the same protections afforded to shareholders of companies that are subject to all of the NYSE corporate governance requirements. Status as a Public Company We believe our structure will make us an attractive business combination partner to target businesses. As an existing public company, we offer a target business an alternative to the traditional initial public offering through a merger or other business combination with us. In a business combination transaction with us, the owners of the target business may, for example, exchange their shares of stock or shares in the target business for our ClassA ordinary shares (or shares of a new holding company) or for a combination of our ClassA ordinary shares and cash, allowing us to tailor the consideration to the specific needs of the sellers. We believe target businesses will find this method a more expeditious and cost effective method to becoming a public company than the typical initial public offering. The typical initial public offering process may take a significantly longer period of time than the typical business combination transaction process does, 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. 5 [Table of Contents](#toc) 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. Financial Position With funds available for a business combination initially in the amount of $325,300,000 after taking into account (i)fees and expenses associated with our initial public offering, (ii)the $250,000 of underwriting commissions payable to the underwriter upon the closing of our initial public offering, (iii) $10,350,000, assuming no redemptions of deferred underwriting commissions payable to the underwriter upon the completion of an initial business combination, being held in the trust account, and (iv)an advisory fee equal to 3% of the gross proceeds raised in the IPO payable to Santander US Capital Markets LLC upon and subject to the closing of our initial business combination (excluding other fees and expenses associated with our initial public offering), 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 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 our initial public offering and the private placement of the private placement shares, the proceeds of the sale of our shares in connection with our initial business combination (including pursuant to forward purchase agreements or backstop agreements we may enter into), shares issued to the owners of the target, debt issued to banks or other lenders or the owners of the target, other securities issuances, or a combination of the foregoing. We may seek to complete our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, which would subject us to the numerous risks inherent in such companies and businesses. If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or used for redemptions of our ClassA ordinary shares, we may use the balance of the cash released to us from the trust account following the closing for general corporate purposes, including for maintenance or expansion of operations of the post-business combination company, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies, or for working capital. We may seek to raise additional funds through a private offering of debt or equity securities in connection with the completion of our initial business combination and we may effectuate our initial business combination using the proceeds of such offering rather than using the amounts held in the trust account. In addition, we may target businesses with enterprise values that are greater than we could acquire with the net proceeds of our initial public offering and the sale of the private placement shares, and, as a result, if the cash portion of the purchase price exceeds the amount available from the trust account, net of amounts needed to satisfy any redemptions by public shareholders, we may be required to seek additional financing to complete such proposed initial business combination. Subject to compliance with applicable securities laws, we would expect to complete such financing only simultaneously with the completion of our initial business combination. In the case of an initial business combination funded with assets other than the trust account assets, our proxy materials or tender offer documents disclosing the initial business combination would disclose the terms of the financing and, only if required by law, we would seek shareholder approval of such financing. There is no limitation on our ability to raise funds through the issuance of equity or equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop agreements we may enter into. Other than loans from our sponsor described elsewhere in this Annual Report, at this time, we are not a party to any arrangement or understanding with any third party with respect to raising any additional funds through the sale of securities or otherwise. None of our sponsors, officers, directors or shareholders is required to provide any financing to us in connection with or after our initial business combination. 6 [Table of Contents](#toc) Sources of Target Businesses We anticipate that target business candidates will be brought to our attention from various unaffiliated sources, including investment bankers and private investment funds. Target businesses may be brought to our attention by such unaffiliated sources as a result of being solicited by us through calls or mailings. These sources may also introduce us to target businesses in which they think we may be interested on an unsolicited basis, since many of these sources will have read the prospectus to our initial public offering 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. 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 have not contacted any of the prospective target businesses that our management team in their prior SPACs had considered and rejected as target businesses to acquire. However, we may contact such targets if we become aware that such targets are interested in a potential initial business combination with us and such transaction would be attractive to our shareholders. Prior to or in connection with the completion of our initial business combination, there may be payment by the company to our sponsor, officers or directors, or our or their affiliates, of a finders fee, advisory fee, consulting fee or success fee for any services they render in order to effectuate the completion of our initial business combination, which, if made prior to the completion of our initial business combination, will be paid from net proceeds of our initial public offering and the sale of the private placement shares not held in the trust account. 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. We are not prohibited from pursuing an initial business combination with a company 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. In the event we seek to complete our initial business combination with a company that is affiliated (as defined in our amended and restated memorandum and articles of association) with our sponsor, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions, stating that the consideration to be paid by us in such an initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context. Evaluation of a Target Business and Structuring of Our Initial Business Combination In evaluating a prospective target business, we expect to conduct a due diligence review which may encompass, among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities, as applicable, as well as a review of financial, operational, legal and other information which will be made available to us. If we determine to move forward with a particular target, we will proceed to structure and negotiate the terms of the business combination transaction. We are not prohibited from pursuing an initial business combination with a company 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. In the event we seek to complete our initial business combination with a company that is affiliated (as defined in our amended and restated memorandum and articles of association) with our sponsor, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions, stating that the consideration to be paid by us in such an initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context. 7 [Table of Contents](#toc) Any costs incurred with respect to the identification and evaluation of, and negotiation with, a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination. Lack of Business Diversification For an indefinite period of time after the completion of our initial business combination, the prospects for our success may depend entirely on the future performance of a single business. Unlike other entities that have the resources to complete business combinations with multiple entities in one or several industries, it is probable that we will not have the resources to diversify our operations and mitigate the risks of being in a single line of business. By completing our initial business combination with only a single entity, our lack of diversification may: | | | | subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination, and | | | | | | cause us to depend on the marketing and sale of a single 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. Shareholders MayNot 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. 8 [Table of Contents](#toc) Under the NYSEs 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 NYSE rules) has a 5% or greater interest (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 our 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. | | 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 in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination, although they are under no obligation or duty to do so. Such a purchase may include a contractual acknowledgment that such shareholder, although still the record holder of our shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that our sponsor, initial shareholders, directors, officers, advisors and their affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. It is intended that, ifRule10b-18would apply to purchases by our sponsor, initial shareholders, directors, officers, advisors and their affiliates, then such purchases will comply withRule10b-18under 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 nonpublic 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 in such transactions. The purpose of any such transactions could be to (1)increase the likelihood of obtaining shareholder approval of our initial business combination or any other matters submitted to shareholders for approval in connection with our initial business combination, (2)reduce the number of public shares outstanding or (3)satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public float of our securities may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. Our sponsor, initial shareholders, directors, officers, 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 ClassA ordinary shares) following our mailing of proxy materials in connection with our initial business combination. To the extent that our sponsor, initial shareholders, directors, officers, 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 RegulationM under the ExchangeAct and the other federal securities laws. 9 [Table of Contents](#toc) Redemption Rights for Public Shareholders upon Completion of Our Initial Business Combination We will provide our public shareholders with the opportunity to redeem all or a portion of their ClassA ordinary shares, regardless of whether they abstain, vote for, or vote against, our initial business combination, upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of 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 payable), divided by the number of then-outstanding public shares, subject to the limitations and on the conditions described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriter. 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 hold 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 ClassA ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed the aggregate amount of cash available to us, we will not complete the initial business combination or redeem any shares, and all ClassA ordinary shares submitted for redemption will be returned to the holders thereof. We may, however, raise funds through the issuance of equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop arrangements we may enter into, in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements. Manner of Conducting Redemptions We will provide our public shareholders with the opportunity to redeem all or a portion of their ClassA ordinary shares upon the completion of our initial business combination either (i)in connection with a general meeting called to approve the business combination or (ii)without a shareholder vote by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement or whether we were deemed to be a foreign private issuer (which would require a tender offer rather than seeking shareholder approval under SEC rules). Asset acquisitions and share purchases would not typically require shareholder approval, while direct mergers with our company (other than with a 90%subsidiary of ours) and any transactions where we issue more than 20% of our issued and outstanding ordinary shares or seek to amend our amended and restated memorandum and articles of association would require shareholder approval. So long as we maintain a listing for our securities on NYSE, we will be required to comply with NYSEs shareholder approval rules. 10 [Table of Contents](#toc) The requirement that we provide our public shareholders with the opportunity to redeem their public shares by one of the two methods listed above is contained in provisions of our amended and restated memorandum and articles of association and will apply whether or not we maintain our registration under the ExchangeAct or our listing on NYSE. Such provisions may be amended if approved by a special resolution, which requires the affirmative vote of at leasttwo-thirdsof the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company, 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 Regulation14A of the ExchangeAct, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and | | | | | | file proxy materials with the SEC. | | In the event that we seek shareholder approval of our initial business combination, we will distribute proxy materials and, in connection therewith, provide our public shareholders with the redemption rights described above upon completion of the initial business combination. If we seek shareholder approval, we will complete our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law and our amended and restated memorandum and articles of association, which require the affirmative vote of at least a simple majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company. A quorum for such meeting will be present if the holders of at leastone-thirdof 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 any founder shares, private placement shares and ClassA ordinary shares held by them in favor of our initial business combination (except that any public shares such parties may purchase in compliance with the requirements ofRule14e-5under the ExchangeAct would not be voted in favor of approving the business combination transaction). For purposes of seeking approval of an ordinary resolution,non-voteswill 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 the private placement shares, we would need 9,769,644, or approximately 28.32%, of the 34,500,000 public shares sold in our 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 ClassA ordinary shares. Assuming that only the holders ofone-thirdof our issued and outstanding ordinary shares, representing a quorum under our amended and restated memorandum and articles of association, vote their shares at a general meeting of the company, we will not need any public shares in addition to our founder shares and private placement shares to be voted in favor of an initial business combination in order to approve an initial business combination. However, if our initial business combination is structured as a statutory merger or consolidation with another company under Cayman Islands law, in addition to obtaining approval of our initial business combination by ordinary resolution, the approval of the statutory merger or consolidation will require a special resolution under Cayman Islands law, which requires the affirmative vote of at leasttwo-thirdsof the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company. In addition, prior to the closing of our initial business combination, only holders of our ClassB ordinary shares (i)will have the right to vote to appoint and remove directors and (ii)will be entitled to vote on continuing our company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend our constitutional documents or to adopt new constitutional documents as a result of our approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). These quorum and voting thresholds, and the voting agreement of our sponsor, officers and directors, may make it more likely that we will consummate our initial business combination. Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or vote 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. 11 [Table of Contents](#toc) 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 under 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 Regulation14A of the ExchangeAct, 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, which number will be based on the requirement that we may not redeem public shares in an amount that would cause our net tangible assets to be less than $5,000,001 following such redemptions, or any greater net tangible asset or cash requirement that may be contained in the agreement relating to our initial business combination. 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 ClassA 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 Deposit/Withdrawal At Custodian (DWAC) 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 amended and restated memorandum and articles of association provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 following such redemptions. Our proposed initial business combination may also impose a minimum cash requirement for (i)cash consideration to be paid to the target or its owners, (ii)cash for working capital or other general corporate purposes or (iii)the retention of cash to satisfy other conditions. In the event the aggregate cash consideration we would be required to pay for all ClassA ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed the aggregate amount of cash available to us, we will not complete the initial business combination or redeem any shares, and all ClassA ordinary shares submitted for redemption will be returned to the holders thereof. We may, however, raise funds through the issuance of equity 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. 12 [Table of Contents](#toc) Limitation on Redemption upon Completion of Our Initial Business Combination if We Seek Shareholder Approval If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association 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 Section13 of the ExchangeAct), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the shares sold in our initial public offering, which we refer to as the excess shares, 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 sold in our 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 sold in our initial public offering without our prior consent, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a 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 to our transfer agent electronically using the DWAC 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 twobusiness days prior to the scheduled vote on the initial business combination if we distribute proxy materials, or from the time we send out our tender offer materials until the close of the tender offer period, as applicable, to submit or tender its shares if it wishes to seek to exercise its redemption rights. In the event that a shareholder fails to comply with these or any other procedures disclosed in the proxy or tender offer materials, as applicable, its shares may not be redeemed. Given the relatively short exercise period, it is advisable for shareholders to use electronic delivery of their public shares. There is a nominal cost associated with the above-referenced process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the broker submitting or tendering shares a fee of approximately $100 and it would be up to the broker whether or not to pass this cost on to the redeeming holder. However, this fee would be incurred regardless of whether or not we require holders seeking to exercise redemption rights to submit or tender their shares. The need to deliver shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated. Any request to redeem such shares, once made, may be withdrawn at any time up to the date set forth in the proxy materials or tender offer documents, as applicable. Furthermore, if a holder of a public share delivered its certificate in connection with an election of redemption rights and subsequently decides prior to the applicable date not to elect to exercise such rights, such holder may simply request that the transfer agent return the certificate (physically or electronically). It is anticipated that the funds to be distributed to holders of our public shares electing to redeem their shares will be distributed promptly after the completion of our initial business combination. 13 [Table of Contents](#toc) If our initial business combination is not approved or completed for any reason, then our public shareholders who elected to exercise their redemption rights would not be entitled to redeem their shares for the applicable pro rata share of the trust account. In such case, we will promptly return any certificates delivered by public holders who elected to redeem their shares. If our initial proposed business combination is not completed, we may continue to try to complete a business combination with a different target until the end of the completion window. Redemption of Public Shares and Liquidation if no Initial Business Combination Our amended and restated memorandum and articles of association provide that we will have only the duration of the completion window to complete our initial business combination. If we have not completed our initial business combination within such time period, we will (i)cease all operations except for the purpose of winding up, (ii)as promptly as reasonably possible but not more than ten business days thereafter (and subject to lawfully available funds therefor), redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to the company (which interest shall be net of taxes payable and less up to $100,000 of interest to pay liquidation and dissolution expenses), divided by the number of then-outstanding public shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii)as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. 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 acquired or will acquire public shares in or after our initial public offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the allotted completion window. Our sponsor, officers 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 not for the purposes of approving, or in conjunction with the consummation of, an initial business combination (A)to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within the completion window or (B)with respect to any other material provisions relating to the rights of holders of ClassA ordinary shares orpre-initialbusiness combination activity, in each case unless we provide our public shareholders with the opportunity to redeem their public shares upon approval of any such amendment at aper-shareprice, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to the company (net of taxes payable), divided by the number of then-outstanding public shares. However, we may not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 following such redemptions. 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 net proceeds of our initial public offering and the sale of the private placement shares not held in the trust account, although we cannot assure you that there will be sufficient funds for such purpose. However, if those funds are not sufficient to cover the costs and expenses associated with implementing our plan of dissolution, to the extent that there is any interest accrued in the trust account not required to pay taxes on interest income earned on the trust account balance, we may request the trustee to release to us an additional amount of up to $100,000 of such accrued interest to pay those costs and expenses. If we were to expend all of the net proceeds of our initial public offering and the sale of the private placement shares, other than the proceeds deposited in the trust account, and without taking into account interest, if any, earned on the trust account, theper-share redemption amount received by shareholders upon our dissolution would be approximately $10.00. The proceeds deposited in the trust account could, however, become subject to the claims of our creditors which would have higher priority than the claims of our public shareholders. We cannot assure you that the actual per-share redemption amount received by shareholders will not be substantially less than $10.00. While we intend to pay such amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide for all creditors claims. 14 [Table of Contents](#toc) Although we will seek to have all vendors, service providers, prospective target businesses, lenders 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, or Withum, our independent registered public accounting firm, and the underwriter of our initial public offering will not execute agreements with us waiving such claims to the monies held in the trust account. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. In order to protect the amounts held in the trust account, our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us (except for our independent registered public accounting firm), 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, will 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, net of taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriter of our 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. 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 net of taxes payable, and our sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not likely. Accordingly, we cannot assure you that due to claims of creditors the actual value of the per-share redemption price will not be less than $10.00 per share. 15 [Table of Contents](#toc) 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 underwriter of our initial public offering against certain liabilities, including liabilities under the Securities Act. We will have access to net proceeds of our initial public offering and the sale of the private placement shares not held in the trust account 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, winding up or insolvency petition or an involuntary bankruptcy, winding up or insolvency petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy or insolvency law, and may be included in our bankruptcy or insolvency estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent that any bankruptcy or insolvency 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, winding up or insolvency petition or an involuntary bankruptcy, winding up or insolvency petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy/insolvency laws as either a preferential transfer or a fraudulent conveyance, preference or disposition. As a result, a liquidator or bankruptcy, winding up or other court could seek to recover some or all amounts received by our shareholders. Furthermore, our board of directors may be viewed as having breached its fiduciary duty to us or our creditors and/or may have acted in bad faith, 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 not for the purposes of approving, or in conjunction with the consummation of, an initial business combination (A)to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within the completion window or (B)with respect to any other material provisions relating to the rights of holders of ClassA ordinary shares orpre-initialbusiness combination activity or (iii)if they redeem their respective shares for cash upon the completion of our initial business combination, subject to applicable law and any limitations (including, but not limited to, cash requirements) created by the terms of the proposed business combination. In no other circumstances will a shareholder have any right or interest of any kind to or in the trust account. In the event we seek shareholder approval in connection with our initial business combination, a shareholders voting in connection with the business combination alone will not result in a shareholders redeeming its shares to us for an applicable pro rata share of the trust account. Such shareholder must have also exercised its redemption rights described above. These provisions of our amended and restated memorandum and articles of association, like all provisions of our amended and restated memorandum and articles of association, may be amended with a shareholder vote. 16 [Table of Contents](#toc) Competition We may encounter competition from other entities having a business objective similar to ours, including other SPACs, 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 limitation may give 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 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. Facilities We currently utilize office space at 506 Santa Cruz Ave., Suite 300, Menlo Park, CA 94025 and our telephone number is (650) 521-9007. We consider our current office space adequate for our current operations. Employees We currently have two executive officers: Mr.Trieu and Mr.Vignos. 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 have registered our ClassA ordinary shares under the ExchangeAct and have reporting obligations, including the requirement that we file annual, quarterly and current reports with the SEC. In accordance with the requirements of the ExchangeAct, our annual reports will contain financial statements audited and reported on by our independent registered public accountants. We will provide shareholders with audited financial statements of the prospective target business as part of the proxy solicitation materials or tender offer documents sent to shareholders to assist them in assessing the target business. In all likelihood, these financial statements will need to be prepared in accordance with, or reconciled to, accounting principles generally accepted in the UnitedStates of America (GAAP) or 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 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 completion window. 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 are required to evaluate our internal control procedures for the fiscal year ending December31, 2026 as required by the Sarbanes-Oxley Act. Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company, will we be required to have our internal control procedures audited. A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls. The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such business combination. 17 [Table of Contents](#toc) We have filed a Registration Statement on Form8-A with the SEC to voluntarily register our securities under Section12 of the Exchange Act. As a result, we are subject to the rulesand regulations promulgated under the Exchange Act. We have no current intention of filing a Form15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination. Item1A. Risk Factors Certain factors may have a material adverse effect on our business, financial condition, and results of operations. You should consider carefully the risks and uncertainties described below, in addition to other information contained in this Annual Report on Form 10-K, including our consolidated financial statements and related notes. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business. If any of the following risks actually occurs, our business, financial condition, results of operations, and future prospects could be materially and adversely affected. In that event, the trading price of our ClassA ordinary shares could decline, and you could lose part or all of your investment. Summary Risk Factors Our business is subject to a number of risks, including risks that may prevent us from achieving our business objectives or may adversely affect our business, financial condition, results of operations, cash flows, and prospects. These risks are discussed more fully below and include, but are not limited to, risks related to: | | | | our company being a blank check company with no track record or revenue, so you have no way to judge if we meet our goals; | | | | | | our public shareholders possibly not getting to vote on a business combination, and insiders can approve it even if most public shareholders dont agree; | | | | | | our insiders promising to vote for any business combination, even if public shareholders are against it; | | | | | | the right of public shareholders to redeem their shares for cash might make us less attractive to potential deal targets; | | | | | | many public shareholders redeeming their shares and deferred underwriting fees could make it harder to get the best deal in a business combination and might dilute your shares; and/or | | | | | | a large number of shareholders redeeming shares could cause a deal to fail and force you to wait for liquidation to get your cash back. | | General Risk Factors We are a blank check company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective. We are a blank check company incorporated under the laws of the Cayman Islands with no operating results, and we will not commence operations until we consummate our initial business combination. Because we lack an operating history, you have no basis upon which to evaluate our ability to achieve our business objective of completing our initial business combination. We have no plans, arrangements or understandings with any prospective target business concerning a business combination and may be unable to complete our initial business combination. If we fail to complete our initial business combination, we will never generate any operating revenues. 18 [Table of Contents](#toc) Past performance by our management team, our advisors and their respective affiliates, including investments and transactions in which they have participated and businesses with which they have been associated, may not be indicative of future performance of an investment in the company. Information regarding our management team, our advisors and their respective affiliates, including investments and transactions in which they have participated and businesses with which they have been associated, is presented for informational purposes only. Any past experience and performance by our management team, our advisors and their respective affiliates and the businesses with which they have been associated, is not a guarantee that we will be able to successfully identify a suitable candidate for our initial business combination, that we will be able to provide positive returns to our shareholders, or of any results with respect to any initial business combination we may consummate. You should not rely on the historical experiences of our management team, our advisors and their respective affiliates, including investments and transactions in which they have participated and businesses with which they have been associated, as indicative of the future performance of an investment in us or as indicative of every prior investment by each of the members of our management team, our advisors or their respective affiliates. The market price of our securities may be influenced by numerous factors, many of which are beyond our control, and our shareholders may experience losses on their investment in our securities. Cyber incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss. We depend on digital technologies, including information systems, infrastructure and cloud applications and services, including those of third parties with which we may deal. Sophisticated and deliberate attacks on, or security breaches in, our systems or infrastructure, or the systems or infrastructure of third parties or the cloud, could lead to corruption or misappropriation of our assets, proprietary information and sensitive or confidential data. As an early-stage company without significant investments in data security protection, we may not be sufficiently protected against such occurrences. We may not have sufficient resources to adequately protect against, or to investigate and remediate any vulnerability to, cyber incidents. It is possible that any of these occurrences, or a combination of them, could have adverse consequences on our business and lead to financial loss. We may be a passive foreign investment company, or PFIC, which could result in adverse U.S. federal income tax consequences to U.S. investors. If we are a PFIC for any taxable year (or any portion thereof) that is included in the holding period of a U.S. Holder of our ClassA ordinary shares, the U.S.Holder may be subject to adverse U.S.federal income tax consequences and may be subject to additional reporting requirements. Our PFIC status for our current and subsequent taxableyears may depend on whether we qualify for the PFIC startup exception. Depending on the particular circumstances the application of the startup exception may be subject to uncertainty, and there cannot be any assurance that we will qualify for the startup exception. Our actual PFIC status for any taxable year, however, will not be determinable until after the end of such taxable year (and, in the case of the startup exception, potentially not until after the two taxableyears following our current taxable year). Accordingly, there can be no assurances with respect to our status as a PFIC for our current taxable year or any subsequent 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 UnitedStates Internal Revenue Service 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. We urge U.S.investors to consult their own tax advisors regarding the possible application of the PFIC rule. If our initial business combination involves a company organized under the laws of the UnitedStates (or any subdivision thereof), a U.S.federal excise tax could be imposed on us in connection with any redemptions of our ClassA ordinary shares after or in connection with such initial business combination. The Inflation Reduction Actof2022 provides for, among other things, a 1% U.S.federal excise tax on certain repurchases (including redemptions) of stock by publicly traded U.S.corporations after December31, 2022 (the stock buyback tax), subject to certain exceptions (and other rules that may significantly reduce the amount of any stock buyback tax liability). If applicable, the amount of the stock buyback tax is generally 1% of the aggregate fair market value of any stock repurchased by the corporation during a taxable year, net of the aggregate fair market value of certain new stock issuances by the repurchasing corporation during the same taxable year. The stock buyback tax is imposed on the repurchasing corporation and not on its stockholders. 19 [Table of Contents](#toc) As an entity incorporated as a Cayman Islands exempted company, the stock buyback tax is currently not expected to apply to redemptions of our ClassA ordinary shares (absent any further regulations or other additional guidance that may be issued in the future). However, in connection with an initial business combination involving a company organized under the laws of the UnitedStates (or any subdivision thereof), it is possible that we could domesticate and continue as a Delaware corporation prior to certain redemptions. Because we expect that, following such a domestication, our securities would continue to trade on NYSE, in such a case we could be subject to the stock buyback tax with respect to any subsequent redemptions that are treated as repurchases for this purpose (which may include redemptions in connection with our initial business combination, depending on the details of such business combination and the timing of such redemptions). In all cases, whether and to what extent we would be subject to the stock buyback tax will depend on a number of factors, including (i)the structure and other details of the initial business combination, including the extent to which the initial business combination involves a U.S. corporation and the extent to which we issue shares in the initial business combination or otherwise during the same taxable year that are eligible to offset any redemptions or other repurchases, (ii)the fair market value of the shares redeemed and (iii)the extent such redemptions could be treated as dividends and not as repurchases. The applicability of the stock buyback tax to us could be further affected by the content of the final regulations and any clarifications or other additional guidance from the U.S.Treasury Department that may be issued and applicable to the redemptions. Any stock buyback taxes we incur could reduce the amount of cash available to pay redemptions or to transfer to the target business in connection with our initial business combination, which could result in our inability to meet conditions in the agreement relating to our initial business combination related to a minimum cash requirement, if any, or otherwise result in the shareholders of the combined company (including any of our shareholders who do not exercise their redemption rights in connection with the initial business combination) to economically bear the impact of such stock buyback tax. We are an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies. We are an emerging growth company within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor internal controls attestation requirements of Section404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. As a result, our shareholders may not have access to certain information they may deem important. We could be an emerging growth company for up to fiveyears, although circumstances could cause us to lose that status earlier, including if the market value of our ClassA ordinary shares held by non-affiliates equals or exceeds $700million 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. Further, Section102(b)(1)of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such 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. 20 [Table of Contents](#toc) Additionally, we are a smaller reporting company as defined in Rule10(f)(1)of Regulation S-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 last day of the fiscalyear in which (1)the market value of our shares held by non-affiliates equaled or exceeded $250million as of the prior June30 or (2)our annual revenues exceeded $100million during such completed fiscalyear and the market value of our shares held by non-affiliates equaled or exceeded $700million as of the prior June30th. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible. Changes in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business combination. The market for directors and officers liability insurance for SPACs has changed in ways adverse to us and our management team. Fewer insurance companies are offering quotes for directors and officers liability coverage, the premiums charged for such policies have generally increased and the terms of such policies have generally become less favorable. These trends may continue into the future. The increased cost and decreased availability of directors and officers liability insurance could make it more difficult and more expensive for us to negotiate an initial business combination. In order to obtain directors and officers liability insurance or modify its coverage as a result of becoming a public company, the post-business combination entity might need to incur greater expense, accept less favorable terms or both. However, any failure to obtain adequate directors and officers liability insurance could have an adverse impact on the post-business combinations ability to attract and retain qualified officers and directors. In addition, even after we were to complete an initial business combination, our directors and officers could still be subject to potential liability from claims arising from conduct alleged to have occurred prior to the initial business combination. As a result, in order to protect our directors and officers, the post-business combination entity may need to purchase additional insurance with respect to any such claims(run-offinsurance). The need forrun-offinsurance would be an added expense for the post-business combination entity, and could interfere with or frustrate our ability to consummate an initial business combination on terms favorable to our investors or at all. Recent increases in inflation in the UnitedStates and elsewhere could make it more difficult for us to complete our initial business combination. Recent increases in inflation in the UnitedStates and elsewhere may lead to increased price volatility for publicly traded securities, including ours, or other national, regional or international economic disruptions, any of which could make it more difficult for us to complete our initial business combination. 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 and private placement 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. In such case, the decision as to whether we will seek shareholder approval of a proposed business combination or will allow shareholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors, such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek shareholder approval. Even if we seek shareholder approval, the holders of our founder shares and private placement 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. Please see the section entitled Item1. BusinessShareholders MayNot Have the Ability to Approve Our Initial Business Combination for additional information. 21 [Table of Contents](#toc) 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 approximately 30% of our issued and outstanding ordinary shares (excluding the private placement shares). 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, and our amended and restated memorandum and articles of association, which require the affirmative vote of at least a simple majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company. As a result, in addition to our initial shareholders founder shares and the private placement shares, we would need 9,769,644, or approximately 28.32%, of the 34,500,000 public shares sold in our initial public offering to be voted in favor of an initial business combination in order to have our initial business combination approved assuming all outstanding shares are voted and the parties to the letter agreement do not acquire any Class A ordinary shares. Assuming that only the holders ofone-thirdof our issued and outstanding ordinary shares, representing a quorum under our amended and restated memorandum and articles of association, vote their ordinary shares at a general meeting of the company, we will not need any public shares in addition to our founder shares and private placement shares to be voted in favor of an initial business combination in order to approve an initial business combination. However, if our initial business combination is structured as a statutory merger or consolidation with another company under Cayman Islands law, in addition to obtaining approval of our initial business combination by ordinary resolution, the approval of the statutory merger or consolidation will require a special resolution under Cayman Islands law, which requires the affirmative vote of at leasttwo-thirdsof the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company. Accordingly, if we seek shareholder approval of our initial business combination, the agreement by our initial shareholders and management team to vote in favor of our initial business combination will increase the likelihood that an ordinary resolution will be passed, being the requisite shareholder approval for such initial business combination. 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 20 businessdays) set forth in our tender offer documents mailed to our public shareholders in which we describe our initial business combination. The amount of the deferred underwriting commissions payable to the underwriter of our initial public offering will be adjusted and not paid with respect to any shares that are redeemed in connection with an initial business combination. The advisory fee payable to Santander US Capital Markets LLC 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 commissions, and after such redemptions the per-share value of shares held by non-redeeming shareholders will reflect our obligation to pay the deferred underwriting commissions. In addition, the per-share value of shares held by non-redeeming shareholders after such redemptions will also reflect our obligation to pay the advisory fee to Santander US Capital Markets LLC. 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. 22 [Table of Contents](#toc) Consequently, if accepting all properly submitted redemption requests would not allow us to satisfy a condition as described above, we would not proceed with such redemption and the related business combination and may instead search for an alternate business combination. Prospective targets will be aware of these risks and, thus, may be reluctant to enter into a business combination transaction with us. The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares and the amount of deferred underwriting commissions 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. The above considerations may limit our ability to complete the most desirable business combination available to us or optimize our capital structure. In addition, we may not be able to generate sufficient value from the completion of our initial business combination in order to overcome the dilutive impact of these and other factors, and, accordingly, you may incur a net loss on your investment. In addition, theper-sharevalue of shares held bynon-redeemingshareholders after such redemptions will also reflect our obligation to pay the advisory fee to Santander US Capital Markets LLC. The above considerations may limit our ability to complete the most desirable business combination available to us or optimize our capital structure. In addition, we may not be able to generate sufficient value from the completion of our initial business combination in order to overcome the dilutive impact of these and other factors, and, accordingly, you may incur a net loss on your investment. 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. 23 [Table of Contents](#toc) Consequently, such target business may obtain leverage over us in negotiating a business combination, knowing that if we do not complete our initial business combination with that particular target business, we may be unable to complete our initial business combination with any target business. This risk will increase as we get closer to the timeframe described above. In addition, we may have limited time to conduct due diligence and may enter into our initial business combination on terms that we would have rejected upon a more comprehensive investigation. The length of time it may take us to complete our diligence and negotiate a business combination may reduce the amount of time available for us to ultimately complete an initial business combination should such diligence or negotiations not lead to a consummated initial business combination. We may not be able to complete our initial business combination within the completion window, in which case we would redeem our public shares. We may not be able to find a suitable target business and complete our initial business combination within the completion window after the closing of our initial public offering. Our ability to complete our initial business combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein. If we have not completed our initial business combination within such time period, we will (i)cease all operations except for the purpose of winding up, (ii)as promptly as reasonably possible but not more than 10business days thereafter (and subject to lawfully available funds therefor), redeem the public shares, at aper-shareprice, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to the company (which interest shall be net of taxes payable and less up to $100,000 of interest to pay liquidation and dissolution expenses), divided by the number of then-outstanding public shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii)as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such case, our public shareholders may only receive $10.00 per share, or possibly less. In certain circumstances, our public shareholders may receive less than $10.00 per share on the redemption of their shares. We may decide not to extend the term we have to consummate our initial business combination, in which case we would redeem our public shares. We have until the date that is 24months from the closing of our initial public offering (or 27 months from the closing of our initial public offering if we have executed a definitive agreement for an initial business combination within 24 months from the closing of our initial public offering) or until such earlier liquidation date as our board of directors may approve, or such later period approved by our shareholders, to consummate our initial business combination. If we anticipate that we may be unable to consummate our initial business combination within such period and we wish to further extend the date by which we must consummate our initial business combination, we will seek shareholder approval to amend our amended and restated memorandum and articles of association to extend the date by which we must consummate our initial business combination. However, we may decide not to seek to extend the date by which we must consummate our initial business combination. If we do not seek to extend the date by which we must consummate our initialbusiness combination, and we are unable to consummate our initial business combination within the applicable time period, we will (i)cease all operations except for the purpose of winding up, (ii)as promptly as reasonably possible but not more than 10business days thereafter (and subject to lawfully available funds therefor), redeem the public shares, at aper-shareprice, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to the company (which interest shall be net of taxes payable and less up to $100,000 of interest to pay liquidation and dissolution expenses), divided by the number of then-outstanding public shares, subject to applicable law, and (iii)as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case, to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such case, our public shareholders may only receive $10.00 per share, or possibly less. In certain circumstances, our public shareholders may receive less than $10.00 per share on the redemption of their shares. See If third parties bring claims against us, the proceeds held in the trust account could be reduced and theper-shareredemption amount received by shareholders may be less than $10.00 per share and other risk factors described in this Item 1A. Risk Factors section. 24 [Table of Contents](#toc) If we seek shareholder approval of our initial business combination, our sponsor, initial shareholders, directors, officers, advisors and their affiliates may elect to purchase shares from public shareholders, which may influence a vote on a proposed business combination and reduce the public float 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 sponsor, initial shareholders, directors, officers, advisors and their affiliates may purchase public shares in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination, although they are under no obligation or duty to do so. Such a purchase may include a contractual acknowledgment that such shareholder, although still the record holder of our shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that our sponsor, initial shareholders, directors, officers, advisors and their affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. It is intended that, ifRule10b-18would apply to purchases by sponsor, initial shareholders, directors, officers, advisors and their affiliates, then such purchases will comply withRule10b-18under 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 nonpublic 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 in such transactions. The purpose of any such transactions could be to (1)increase the likelihood of obtaining shareholder approval of the business combination, (2)reduce the number of public shares outstanding and/or increase the likelihood of approval on any matters submitted to the public shareholders for approval in connection with our initial business combination or (3)satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public float of our securities may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. Any such purchases will be reported pursuant to Section13 and Section16 of the ExchangeAct to the extent such purchasers are subject to such reporting requirements. Additionally, in the event our sponsor, initial shareholders, directors, officers, advisors and their affiliates were to purchase public shares from public shareholders, such purchases would be structured in compliance with the requirements ofRule14e-5under the Exchange Act including, in pertinent part, through adherence to the following: | | | | the registration statement/proxy statement filed for our business combination transaction would disclose the possibility 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; | | 25 [Table of Contents](#toc) | | | | 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 Form8-K, before our security holder meeting to approve the business combination transaction, the following material items: | | | | | | the amount of our securities purchased outside of the redemption offer by our sponsor, initial shareholders, directors, officers, advisors and their affiliates, along with the purchase price; | | | | | | the purpose of the purchases by our sponsor, initial shareholders, directors, officers, advisors and their affiliates; | | | | | | 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; | | | | | | 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 | | | | | | 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 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. 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. See the section of this Annual Report entitled Item 1. BusinessDelivering Share Certificates in Connection with the Exercise of Redemption Rights. 26 [Table of Contents](#toc) You are not entitled to protections normally afforded to investors of many other blank check companies subject to Rule419 of the Securities Act. Although we may be deemed to be a blank check company under the United States securities laws, because we have net tangible assets in excess of $5,000,000, we are exempt from rulespromulgated 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 ClassA ordinary shares will be immediately tradable and we will have a longer period of time to complete our respective business combinations than do companies subject to Rule419. Moreover, if our initial public offering were subject to Rule419, that rule would prohibit the release of any interest earned on funds held in the trust account to us unless and until the funds in the trust account were released to us or in connection with our completion of an initial business combination. If we seek shareholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a group of shareholders are deemed to hold in excess of 15% of our ClassA ordinary shares, you 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 Section13 of the ExchangeAct), will be restricted from redeeming the excess shares without our prior consent. However, we would not be restricting our shareholders ability to vote all of their shares (including excess shares) for or against our initial business combination. Your inability to redeem the excess shares will reduce your influence over our ability to complete our initial business combination and you could suffer a material loss on your investment in us if you sell excess shares in open market transactions. Additionally, you will not receive redemption distributions with respect to the excess shares if we complete our initial business combination. And as a result, you will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares, would be required to sell your shares in open market transactions, potentially at a loss. Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we are unable to complete our initial business combination, our public shareholders may receive only their pro rata portion of the funds in the trust account that are available for distribution to public shareholders. 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 our initial public offering and the sale of the private placement shares, our ability to compete with respect to the acquisition of certain target businesses that are sizable will be limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore, we are obligated to offer holders of our public shares the right to redeem their shares for cash at the time of our initial business combination in conjunction with a shareholder vote or via a tender offer. Target companies will be aware that this may reduce the resources available to us for our initial business combination. Any of these obligations may place us at a competitive disadvantage in successfully negotiating a business combination. If we are unable to complete our initial business combination, our public shareholders may receive only their pro rata portion of the funds in the trust account that are available for distribution to public shareholders. 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 share and other risk factors herein. 27 [Table of Contents](#toc) If the net proceeds of our initial public offering and the sale of the private placement shares not being held in the trust account are insufficient to allow us to operate for the duration of the completion window, it could limit the amount available to fund our search for a target business or businesses and complete our initial business combination, and we will depend on loans from our sponsor or management team to fund our search and to complete our initial business combination. The funds available to us outside of the trust account may not be sufficient to allow us to operate for at least the duration of the completion window. We could use net proceeds of our initial public offering and the sale of the private placement shares not held in the trust account to pay fees to consultants to assist us with our search for a target business. We could also use such amounts as a down payment or to fund ano-shopprovision (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, management team or other third parties to operate or may be forced to liquidate. Neither our sponsor, members of our management team nor any one of their affiliates is under any obligation to advance funds to us in such circumstances. Any such advances would be repaid only from net proceeds of our initial public offering and the sale of the private placement shares not held in the trust account or from funds released to us upon completion of our initial business combination. In addition, if our sponsor or certain of our directors and officers makes any working capital loans, up to $1,500,000 of such loans may be convertible into private placement shares of the post-business combination entity at a price of $10.00 per share at the option of the lender. Such shares would be identical to the private placement shares. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account. If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to liquidate the trust account. Consequently, our public shareholders may only receive an estimated $10.00 per share, or possibly less, on our redemption of our public shares. If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per share. Our placing of funds in the trust account may not protect those funds from third-party claims against us. Although we will seek to have all vendors, service providers, prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public shareholders, such parties may not execute such agreements, or even if they execute such agreements, they may not be prevented from bringing claims against the trust account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will consider whether competitive alternatives are reasonably available to us and will only enter into an agreement with such third party if management believes that such third partys engagement would be in the best interests of the company under the circumstances. WithumSmith+Brown, PC, our independent registered public accounting firm, and the underwriter of our initial public offering will not execute agreements with us waiving such claims to the monies held in the trust account. 28 [Table of Contents](#toc) 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 completion window, 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, theper-shareredemption amount received by public shareholders could be less than the $10.00 per public share initially held in the trust account, due to claims of such creditors. Pursuant to the letter agreement the form of which is filed as an exhibit to this Annual Report, our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us (except for our independent registered public accounting firm), or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i)$10.00 per public share and (ii)the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per public share due to reductions in the value of the trust assets, net of taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriter of our 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 thirdparties 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 net of taxes payable, and our sponsor asserts that it is unable to satisfy its 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 and subject to their fiduciary duties may choose not to do so in any particular instance if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not likely. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the trust account available for distribution to our public shareholders may be reduced below $10.00 per public share. We may not have sufficient funds to satisfy indemnification claims of our directors and officers. We have agreed to indemnify our officers and directors to the fullest extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect. However, our officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the trust account and to not seek recourse against the trust account for any reason whatsoever. Accordingly, any indemnification provided will be able to be satisfied by us only if (i)we have sufficient funds outside of the trust account or (ii)we consummate an initial business combination. Our obligation to indemnify our officers and directors may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholders investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions. 29 [Table of Contents](#toc) If, after we distribute the proceeds in the trust account to our public shareholders, we file a bankruptcy, winding up or insolvency petition or an involuntary bankruptcy, winding up or insolvency 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,winding upor insolvency petition or an involuntary bankruptcy,winding upor insolvency petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy/insolvency laws as either a preferential transfer or a fraudulent conveyance, preference or disposition. As a result, a liquidator or a bankruptcy, insolvency or other court could seek to recover some or all amounts received by our shareholders. In addition, our board of directors may be viewed as having breached its fiduciary duty to us or our creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages, by paying public shareholders from the trust account prior to addressing the claims of creditors. If, before distributing the proceeds in the trust account to our public shareholders, we file a bankruptcy, winding up or insolvency petition or an involuntary bankruptcy, winding up or insolvency petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders and the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced. If, before distributing the proceeds in the trust account to our public shareholders, we file a bankruptcy,winding upor insolvency petition or an involuntary bankruptcy,winding upor insolvency petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy or insolvency law, and may be included in our bankruptcy or insolvency estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy or insolvency claims deplete the trust account, theper-shareamount that would otherwise be received by our shareholders in connection with our liquidation may be reduced. Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations. We are subject to laws and regulations enacted by national, regional and local governments. 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 a target business with which we seek to consummate an initial business combination. We are also required to comply with certain SEC and other legal requirements and numerous complex tax laws. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete our initial business combination, and results of operations. On January24, 2024, the SEC adopted a series of new rules relating to SPACs (the SPAC Rules) requiring, among other items: (i)additional disclosures relating to SPAC business combination transactions; (ii)additional disclosures relating to dilution and to conflicts of interest involving sponsors and their affiliates in both SPAC initial public offerings andde-SPACtransactions; (iii)the use of projections by SPACs in SEC filings in connection with proposed business combination transactions; and (iv) both the SPAC and the target companys status as co-registrants on de-SPAC registration statements. 30 [Table of Contents](#toc) In addition, the SECs adopting release provided guidance describing circumstances in which a SPAC could become subject to regulation under the Investment Company Act, including its duration, asset composition, business purpose, and the activities of the SPAC and its management team in furtherance of such goals. Compliance with the SPAC Rules and related guidance may increase the costs of and the time needed to negotiate and complete an initial business combination and may constrain the circumstances under which we could complete an initial business combination. 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 or the performance or business prospects of a post-business combination company. There have recently been significant changes to international trade policies and tariffs affecting imports and exports. Any significant increases in tariffs on goods or materials or other changes in trade policy could negatively affect our search for a target and/or our ability to complete our initial business combination. Recently, the United States has implemented a range of new tariffs and increases to existing tariffs. In response to the tariffs announced by the United States, other countries have imposed, are considering imposing, and may in the future impose 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, taxes, government regulations and tariffs, and we cannot predict whether, and to what extent, current tariffs will continue or trade policies will change in the future. Tariffs, or the threat of tariffs or increased tariffs, could have a significant negative impact on certain businesses (either due to domestic businesses reliance on imported goods or dependence on access to foreign markets, or foreign businesses reliance on sales into the United States). In addition, retaliatory tariffs could have a significant negative impact on foreign businesses that rely on imports from the United States, and domestic businesses that rely on exporting goods internationally. These tariffs and threats of tariffs and other potential trade policy changes could negatively affect the attractiveness of certain initial business combination targets, or lead to material adverse effects on a post-business combination company. Among other things, historical financial performance of companies affected by trade policies and/or tariffs may not provide useful guidance as to the future performance of such companies, because future financial performance of those companies may be materially affected by new U.S. tariffs or foreign retaliatory tariffs, or other changes to trade policies. 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, and it may be costly or impractical for us to terminate that business combination agreement. These factors could affect our selection of a business combination target. 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. If we complete an initial business combination with such a target, the post-business combination companys operations and financial results could be adversely affected as a result of tariffs or changes to trade policies, which may cause the market value of the securities of the post-business combination company to decline. 31 [Table of Contents](#toc) If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination. As described in the risk factor above entitled Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations, the SECs adopting release with respect to the SPAC Rulesprovided guidance describing the extent to which SPACs could become subject to regulation under the Investment Company Act and the regulations thereunder. Whether a SPAC is an investment company will be a question of facts and circumstances. If our facts and circumstances change over time, we will update our disclosure to reflect how those changes impact the risk that we may be considered to be operating as an unregistered investment company. We can give no assurance that a claim will not be made that we have been operating as an unregistered investment company. If we are deemed to be an investment company under the Investment Company Act, we may have to change our operations, wind down our operations, or register as an investment company under the Investment Company Act. Our activities may be restricted, including: | | | | restrictions on the nature of our investments, each of which may make it difficult for us to complete our initial business combination; and | | | | | | 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: | | | | registration as an investment company; | | | | | | adoption of a specific form of corporate structure; and | | | | | | reporting, record-keeping, voting, proxy and disclosure requirements and other rulesand 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 in securities and that our activities do not include investing, reinvesting, owning, holding or trading investment securities constituting more than 40% of our total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. We are mindful of the SECs investment company definition and guidance and intend to identify and complete an initial business combination with an operating business, and not with an investment company, or to acquire minority interests in other businesses exceeding the permitted threshold. We do not believe that our anticipated activities will subject us to the Investment Company Act. To this end, the proceeds held in the trust account will initially be invested only in U.S.government treasury obligations with a maturity of 185days or less or in money market funds meeting certain conditions underRule2a-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. To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the trust account, we may, at any time (based on our management teams ongoing assessment of all factors related to our potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the trust account and instead to hold the funds in the trust account in cash or in an interest bearing demand deposit account at a bank. Pursuant to the trust agreement, the trustee is not permitted to invest in securities or assets other than as described above. By restricting the investment of the proceeds to these instruments, and by having a business plan targeted at acquiring and growing businesses for the long term (rather than on buying and selling businesses in the manner of a merchant bank or private equity fund), we intend to avoid being deemed an investment company within the meaning of the Investment Company Act. The trust account is intended solely as a temporary depository for funds pending the earliest to occur of: (i)the completion of our initial business combination; (ii)the redemption of any public shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association not for the purposes of approving, or in conjunction with the consummation of, an initial business combination (A)in a manner that would affect the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within the completion window or (B)with respect to any other provision relating to the rights of holders of our ClassA ordinary shares orpre-initialbusiness combination activity; or (iii)absent an initial business combination within the completion window, from the closing of our initial public offering, our return of the funds held in the trust account to our public shareholders as part of our redemption of the public shares. We are aware of litigation claiming that certain SPACs should be considered to be investment companies. Although we believe that these claims were without merit, we cannot guarantee that we will not be deemed to be an investment company and thus subject to the Investment Company Act. If we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability to complete an initial business combination or may result in our winding down our operations and our liquidation. If we are unable to complete our initial business combination, our public shareholders may receive only approximately $10.00 per share, or possibly less, on the liquidation of our trust account, and our public shareholders would also lose the possibility of an investment opportunity in a target company as well as any potential price appreciation in the combined company following a business combination. 32 [Table of Contents](#toc) To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, we may, at any time (based on our management teams ongoing assessment of all factors related to our potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the trust account and instead to hold the funds in the trust account in an interest bearing demand deposit account at a bank until the earlier of the consummation of an initial business combination or our liquidation. As a result, following the liquidation of investments in the trust account, we will likely receive less interest on the funds held in the trust account than we would have had the trust account remained as initially invested, such that our public shareholders would receive less upon any redemption or liquidation of the company than what they would have received had the investments not been liquidated. The funds in the trust account will be held only as cash or 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 and investing solely in U.S. government treasury obligations. To mitigate the risk of us being deemed to be an unregistered investment company (including under the subjective test of Section3(a)(1)(A)of the Investment Company Act) and thus subject to regulation under the Investment Company Act, we may, at any time, and we expect that we will, on or prior to the 24-month (or 27-month with the extension) anniversary of the effective date of the registration statement for our initial public offering, instruct 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 an interest bearing demand deposit account at a bank until the earlier of consummation of our initial business combination or liquidation of the company. Following such liquidation, we would likely receive less interest on the funds held in the trust account than we would have had the trust account remained as initially invested. However, interest previously earned on the funds held in the trust account still may be released to us for payment of taxes. As a result, any decision to liquidate the investments held in the trust account and thereafter to hold all funds in the trust account in an interest-bearing demand deposit at a bank could reduce the dollar amount our public shareholders would receive upon any redemption or liquidation of the company as compared to what they would have received had the investments not been so liquidated. Notwithstanding the measures set forth above, we may still be deemed to be an investment company. The longer that the funds in the trust account are held in short-term U.S.government treasury obligations or in money market funds invested exclusively in such securities, the greater the risk that we may be deemed to be an unregistered investment company, in which case we may be required to liquidate. In addition, we could nevertheless and at any time be considered to be operating as an unregistered investment company. If we are found to be operating as an unregistered investment company, we may be required to change our operations, wind down our operations, or register as an investment company. If we are required to wind down our operations as a result of this status, and are unable to complete our initial business combination, our public shareholders may receive only approximately $10.00 per share, or possibly less, on the liquidation of our trust account, and our public shareholders would also lose the possibility of an investment opportunity in a target company as well as any potential price appreciation in the combined company following a business combination. If our facts and circumstances change over time, we will update our disclosure to reflect how those changes impact the risk that we may be considered to be operating as an unregistered investment company. As disclosed above, we may determine, in our discretion, to liquidate the securities held in the trust account at any time and instead hold all funds in the trust account in an interest bearing demand deposit account or as cash or cash items at a bank, which could further reduce the dollar amount our public shareholders would receive upon any redemption or liquidation of the company as compared to what they would have received had the investments not been so liquidated. Were we to liquidate the company, and our securityholders would lose the investment opportunity associated with an investment in the target company with which we could have consummated an initial business combination. In addition, upon moving the funds from the trust account to a deposit account, we will maintain the cash items in bank accounts which, at times, may exceed federally insured limits as guaranteed by the Federal Deposit Insurance Corporation (the FDIC). While we intend to place our deposits in high-quality banks, only a small portion of the funds in our trust account will be guaranteed by the FDIC. 33 [Table of Contents](#toc) The target business with which we may ultimately consummate an initial business combination may be materially adversely affected by global geopolitical conditions, including those resulting from the ongoing Russia-Ukraine conflict and the recent escalation of the conflict in the Middle East and Southwest Asia. UnitedStates and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the conflict in the Middle East and Southwest Asia. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (NATO) deployed additional military forces to eastern Europe, and the UnitedStates, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, or have undertaken or will undertake military strikes in Southwest Asia, increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia and the escalation of the conflict in the Middle East and Southwest Asia and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, 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. Any of the abovementioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the conflict in the Middle East and Southwest Asia and subsequent sanctions or related actions, could adversely affect our search for an initial business combination and any target business with which we may ultimately consummate an initial business combination. The extent and duration of the ongoing conflicts, resulting sanctions and any related market disruptions are impossible to predict, but could be substantial, particularly if current or new sanctions continue for an extended period of time or if geopolitical tensions result in expanded military operations on a global scale. Any such disruptions may also have the effect of heightening many of the other risks described in this section. If these disruptions or other matters of global concern continue for an extensive period of time, our ability to consummate an initial business combination, or the operations of a target business with which we may ultimately consummate an initial business combination, may be materially adversely affected. 34 [Table of Contents](#toc) Military or other conflicts in Ukraine, the Middle East and Southwest Asia or elsewhere may lead to increased volume and price volatility for publicly traded securities, or affect the operations or financial condition of potential target companies, which could make it more difficult for us to consummate an initial business combination. Military or other conflicts in Ukraine, the Middle East, Southwest Asia or elsewhere may lead to increased volume and price volatility for publicly traded securities, or affect the operations or financial condition of potential target companies, and to other company or industry-specific, national, regional or international economic disruptions and economic uncertainty, any of which could make it more difficult for us to identify a business combination target and consummate an initial business combination on acceptable commercial terms, or at all. If we are unable to consummate our initial business combination within the completion window, our public shareholders may be forced to wait beyond the end of the completion window before redemption from our trust account. If we are unable to consummate our initial business combination within the completion window (as it may be extended), the proceeds then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to the company (net of taxes payable and less up to $100,000 of interest to pay liquidation and 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 towind up,liquidate the trust account and distribute such amount therein, pro rata, to our public shareholders, as part of any liquidation process, such winding up, liquidation and distribution must comply with the applicable provisions of the Companies Act. In that case, investors may be forced to wait beyond the end of the completion window before the redemption proceeds of our trust account become available to them, and they receive the return of their pro rata portion of the proceeds from our trust account. We have no obligation to return funds to investors prior to the date of our redemption or liquidation unless we consummate our initial business combination prior thereto and only then in cases where investors have sought to redeem their ClassA ordinary shares. Furthermore, in no event will we redeem our ClassA ordinary shares in an amount that would cause our net tangible assets to be less than $5,000,001 following such redemptions, or any greater net tangible asset or cash requirement that may be contained in the agreement relating to our initial business combination. Consequently, if accepting all properly submitted redemption requests would cause our net tangible assets to be less than $5,000,001 or such greater amount necessary to satisfy a closing condition as described above, we would not proceed with such redemption and the related business combination and may instead search for an alternate business combination. Only upon our redemption or any liquidation will public shareholders be entitled to distributions if we are unable to complete our initial business combination. 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 offense and may be liable to certain monetary penalties and imprisonment in the Cayman Islands. 35 [Table of Contents](#toc) We may not hold an annual general meeting until after the consummation of our initial business combination, which could delay the opportunity for our public shareholders to discuss company affairs with management, and the holders of our ClassA ordinary shares will not have the right to vote on the appointment or removal of directors or continuing the company in a jurisdiction outside the Cayman Islands until after the consummation of our initial business combination. In accordance with NYSE 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 NYSE. There is no requirement under the Companies Act for us to hold annual or extraordinary general meetings to appoint directors. Until we hold an annual general meeting, public shareholders may not be afforded the opportunity to discuss company affairs with management. Our board of directors will be divided into three classes with only one class of directors being appointed in each year and each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term. In addition, as holders of our ClassA ordinary shares, our public shareholders will not have the right to vote on the appointment or removal of directors or continuing the company in a jurisdiction outside the Cayman Islands until after the consummation of our initial business combination. Because we are neither limited to evaluating a target business in a particular industry sector nor have we selected any target businesses with which to pursue our initial business combination, you will be unable to ascertain the merits or risks of any particular target businesss operations. Our efforts to identify a prospective initial business combination target will not be limited to a particular industry, sector or geographic region. While we may pursue an initial business combination opportunity in any industry or sector, we intend to capitalize on the ability of our management team to identify and acquire a business or businesses that can benefit from our management teams established relationships and operating experience. Our management team has extensive experience in identifying and executing strategic investments and has done so successfully in a number of sectors. 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. 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 and/or operationally 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 and/or operationally unstable or a development stage entity, which may necessitate significant effort to improve or turn around such companys financial and/or operational performance and future viability. In recent years, 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 shares will ultimately prove to be more favorable to investors than a direct investment, if such opportunity were available, in a business combination target. Accordingly, any shareholders who choose to remain shareholders following the business combination could suffer a reduction in the value of their securities. Such shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable material misstatement or material omission. 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 shares will not ultimately prove to be less favorable to investors in our initial public offering than a direct investment, if an opportunity were available, in a business combination candidate. In the event we elect to pursue a business combination outside of the areas of our managements expertise, our managements expertise may not be directly applicable to its evaluation or operation, and the information contained in this Annual Report regarding the areas of our managements expertise would not be relevant to an understanding of the business that we elect to acquire. As a result, our management may not be able to ascertain or assess adequately all of the relevant risk factors. Accordingly, any shareholders who choose to remain shareholders following our initial business combination could suffer a reduction in the value of their shares. Such shareholders are unlikely to have a remedy for such reduction in value. 36 [Table of Contents](#toc) Although we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may enter into our initial business combination with a target that does not meet such criteria and guidelines, and as a result, the target business with which we enter into our initial business combination may not have attributes entirely consistent with our general criteria and guidelines. Although we have identified general criteria and guidelines for evaluating prospective target businesses, it is possible that a target business with which we enter into our initial business combination will not have all of these positive attributes. If we complete our initial business combination with a target that does not meet some or all of these guidelines, such combination may not be as successful as a combination with a business that does meet all of our general criteria and guidelines. In addition, if we announce a prospective business combination with a target that does not meet our general criteria and guidelines, a greater number of shareholders may exercise their redemption rights, which may make it difficult for us to meet any closing condition with a target business that requires us to have a minimum net worth or a certain amount of cash. In addition, if shareholder approval of the transaction is required by law, or we decide to obtain shareholder approval for business or other reasons, it may be more difficult for us to attain shareholder approval of our initial business combination if the target business does not meet our general criteria and guidelines. If we are unable to complete our initial business combination, our public shareholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to public shareholders. 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 thanone-to-oneas 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 authorize the issuance of up to 500,000,000ClassA ordinary shares, par value $0.0001 per share, 50,000,000 ClassB ordinary shares, par value $0.0001 per share, and 5,000,000 preference shares, par value $0.0001 per share. As of March30, 2026, there will be 465,325,000 and 35,214,286 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 (which such ClassA ordinary shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions from the trust account if we fail to consummate an initial business combination) on or prior to the tenth anniversary of our initial business combination, upon the earlier of (i)our meeting certain share price performance thresholds following the completion of our initial business combination, and (ii)subsequent to the completion of our initial business combination, the date on which a change of control occurs, initially at aone-for-oneratio 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. Any founder shares that have not converted into ClassA ordinary shares pursuant to the immediately preceding bullet on the date that is ten years after the completion of the initial business combination will be returned to us for cancellation for no consideration. As of the date of this Annual Report, there were no preference shares issued and outstanding. 37 [Table of Contents](#toc) 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 thanone-to-oneas a result of the anti-dilution provisions as set forth therein. However, our amended and restated memorandum and articles of association provide, among other things, that prior to our initial business combination, except in connection with the conversion of ClassB ordinary shares into ClassA ordinary shares where the holders of such shares have waived any rights to receive funds from the trust account, we may not issue additional shares that would entitle the holders thereof to (i)receive funds from the trust account or (ii)vote as a class with public shares on any initial business combination. These provisions of our amended and restated memorandum and articles of association, like all provisions of our amended and restated memorandum and articles of association, may be amended with a shareholder vote. In addition, in order to finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. Up to $1,500,000 of such loans may be convertible into private placement shares of the post business combination entity at a price of $10.00per share at the option of the lender. The issuance of additional ordinary or preferenceshares: | | | | may significantly dilute the equity interest of investors in our initial public offering, 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 thanone-to-onebasis upon conversion of the ClassB ordinary shares; | | | | | | 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; | | | | | | 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; | | | | | | 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 ClassA ordinary shares. | | 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 only automatically convert into ClassA ordinary shares (which such ClassA ordinary shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions from the trust account if we fail to consummate an initial business combination) on or prior to the tenth anniversary of our initial business combination, upon the earlier of (a)our meeting certain share price performance thresholds following the completion of our initial business combination, and (b)subsequent to the completion of our initial business combination, the date on which a change of control occurs, in each case of clause (a)or clause (b), on aone-for-onebasis, subject to adjustment for sharesub-divisions,share capitalizations, reorganizations, recapitalizations and the like, and subject to adjustment, as described herein. Any founder shares that have not converted into ClassA ordinary shares pursuant to the immediately preceding sentence on the date that is ten years after the completion of the initial business combination will be returned to us for cancellation for no consideration. In the case that additional ClassA ordinary shares, or any other equity-linked securities, are issued or deemed issued in excess of the amounts sold in our initial public offering (including pursuant to the underwriters over-allotment option) and related to or in connection with the closing of the initial business combination, the ratio at which ClassB ordinary shares convert into ClassA ordinary shares will be adjusted (unless the holders of a majority of the outstanding ClassB ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of ClassA ordinary shares issuable upon conversion of all ClassB ordinary shares will equal, in the aggregate, 30% of the sum of (a)the total number of all ordinary shares outstanding upon the completion of our initial public offering (including any ClassA ordinary shares issued pursuant to the underwriters over-allotment option but excluding the private placement shares issued to the sponsor), plus (b)all ClassA ordinary shares and equity-linked securities issued or deemed issued, related to or in connection with the closing of the initial business combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial business combination and any private placement-equivalent shares issued to our sponsor or any of its affiliates or to our officers or directors upon conversion of working capital loans). Such adjustment may result in material dilution to our public shareholders. 38 [Table of Contents](#toc) We may issue our shares to investors in connection with our initial business combination at a price which is less than the prevailing market price of our shares at that time. In connection with our initial business combination, we may issue shares to investors in private placement transactions(so-calledPIPE transactions) at a price of $10.00 per share or lower, at a price that approximates theper-shareamounts in our trust account at such time. The purpose of such issuances will be to enable us to provide sufficient liquidity and capital to the post-business combination entity. The price of the shares we issue may therefore be less, and potentially significantly less, than the market price for our shares at such time. Any such issuances of equity securities could dilute the interests of our existing shareholders. Since only holders of our Class B ordinary shares will have the right to vote on the election of directors prior to our initial business combination, NYSE may consider us to be a controlled company within the meaning of NYSEs rules and, as a result, we may qualify for exemptions from certain corporate governance requirements that would otherwise provide protection to shareholders of other companies. Only holders of our Class B ordinary shares will have the right to vote on the election of directors. As a result, NYSE may consider us to be a controlled company within the meaning of NYSEs corporate governance standards. Under NYSE corporate governance standards, a company of which more than 50% of the voting power for the election of directors is held by an individual, a group or another company is a controlled company and may elect not to comply with certain corporate governance requirements, including the requirements that: | | | | we have a board that includes a majority of independent directors, as defined under NYSE rules; | | | | | | we have a compensation committee of our board that is comprised entirely of independent directors with a written charter addressing the committees purpose and responsibilities; and | | | | | | we have independent director oversight of our director nominations. | | We do not intend to utilize these exemptions and intend to comply with the corporate governance requirements of NYSE, subject to applicable phase-in rules. However, if we determine in the future to utilize some or all of these exemptions, you will not have the same protections afforded to shareholders of companies that are subject to all of NYSEs corporate governance requirements. 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 prorata portion of the funds in the trust account that are available for distribution to public shareholders. We anticipate that the investigation of each specific target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial costs for accountants, attorneys, consultants and others. If we decide not to complete a specific initial business combination, the costs incurred up to that point for the proposed transaction likely would not be recoverable. Furthermore, if we reach an agreement relating to a specific target business, we may fail to complete our initial business combination for any number of reasons including those beyond our control. Any such event will result in a loss to us of the related costs incurred which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we are unable to complete our initial business combination, our public shareholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to public shareholders. 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 member, and our officers and directors with other entities, we may decide to acquire one or more businesses affiliated with or competitive with our sponsor, officers, directors and their respective affiliates or existing holders. Our directors also serve as officers and/or board members for other entities, including, without limitation, those described under Item 13. Certain Relationships and Related Transactions, and Director Independence. Such entities may compete with us for business combination opportunities. Our sponsor, officers and directors are not currently aware of any specific opportunities for us to complete our initial business combination with any entities with which they are affiliated, and there have been no substantive discussions concerning a business combination with any such entity or entities. Although we will not be specifically focusing on, or targeting, any transaction with any affiliated entities, we would pursue such a transaction if we determined that such affiliated entity met our criteria for a business combination as set forth herein and such transaction was approved by a majority of our independent and disinterested directors. Despite our agreement to obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions regarding the fairness to our company from a financial point of view of a business combination with one or more domestic or international businesses affiliated with our sponsor, officers, directors or existing holders, potential conflicts of interest still may exist and, as a result, the terms of the business combination may not be as advantageous to our public shareholders as they would be absent any conflicts of interest. 39 [Table of Contents](#toc) Since our sponsor, officers and directors, and any other holder of our founder shares may lose their entire investment in us if our initial business combination is not completed (other than with respect to public shares they may acquire during or after our initial public offering), a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination. On July25, 2025, our sponsor purchased 12,321,429 founder shares in exchange for a capital contribution of $25,000 to cover certain of the companys deferred offering costs and expenses. The registration statement for our initial public offering was declared effective on September25, 2025. On September23, 2025, our sponsor assigned and transferred an aggregate of 300,000 founder shares (150,000 founder shares each) to the two independent directors of the company in exchange for their services as independent directors through our initial business combination. On September25, 2025, the company issued an additional 2,464,285founder shares to our sponsor through share capitalization. As a result, our sponsor holds an aggregate of 14,785,714 founder shares. Up to 1,928,571 of the founder shares were to be forfeited by our sponsor for no consideration depending on the extent to which the underwriters over-allotment option was exercised. On September29, 2025, we consummated the initial public offering of 34,500,000 shares, including the full exercise by the underwriters of their over-allotment option in the amount of 4,500,000 shares, at $10.00 per share, generating gross proceeds of $345,000,000. As such, the 1,928,571 founder shares are no longer subject to forfeiture. The founder shares will be worthless if we do not complete an initial business combination, except to the extent they receive liquidating distributions from assets outside of the trust account. In addition, our sponsor has committed to purchase an aggregate of 175,000 private placement shares, at a price of $10.00 per share, or $1,750,000 in the aggregate, in a private placement that closed simultaneously with the closing of our initial public offering. The private placement shares will be worthless if we do not complete our initial business combination. In 2025, our sponsor transferred founder shares to each of our independent directors. The personal and financial interests of our officers and directors may influence their motivation in identifying and selecting a target business combination, completing an initial business combination and influencing the operation of the business following the initial business combination. This risk may become more acute as the end of the completion window nears, which is the deadline for our completion of an initial business combination. The ownership interest of our sponsor may change, and our sponsor may divest its ownership interest in us before identifying a business combination, which could deprive us of key personnel. Our founder, Chamath Palihapitiya, who is our Chairman, controls SC SPAC Holdings LLC, which owns 90% of the membership interests of our sponsor, and 2.5% is owned by each of an affiliate of Steven Trieu, our Chief Executive Officer, and Jeffrey Vignos, our Chief Financial Officer. In addition, Mr.Palihapitiya is the sole manager of our sponsor and controls the management of our sponsor, including the exercise of voting and investment discretion over the securities of our company held by our sponsor. Pursuant to a letter agreement to be entered into with us, each of our sponsor, directors and officers has agreed to restrictions on its ability to transfer, assign, or sell the founder shares and private placement shares. Consequently, unless our sponsor transfers founder shares pursuant to exceptions to the transfer restrictions under the letter agreement, the founder shares will continue to be owned by the sponsor until the expiration of the transfer restrictions following the consummation of our initial business combination. Our sponsors operating agreement generally prohibits transfers of membership interests without the consent of the sponsors manager. As the sole manager of our sponsor, Mr.Palihapitiya may consent to transfers of membership interests. As a result, there is a risk that our sponsor may divest its (or his or our officers and directors) ownership or economic interests in us or in the sponsor before a business combination target is identified, which would likely result in the companys loss of certain key personnel, including Mr.Palihapitiya. Additionally, 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. 40 [Table of Contents](#toc) 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: | | | | 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. | | We may only be able to complete one business combination with the proceeds of our initial public offering and the sale of the private placement shares, 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. We may effectuate our initial business combination with a single target business or multiple target businesses simultaneously or within a short period of time. However, we may not be able to effectuate our initial business combination with more than one target business because of various factors, including the existence of complex accounting issues and the requirement that we prepare and file pro forma financial statements with the SEC that present operating results and the financial condition of several target businesses as if they had been operated on a combined basis. By completing our initial business combination with only a single entity, our lack of diversification may subject us to numerous economic, competitive and regulatory developments. Further, we would not be able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete several business combinations in different industries or different areas of a single industry. Accordingly, the prospects for our success may be: | | | | solely dependent upon the performance of a single business, property or asset, or | | | | | | dependent upon the development or market acceptance of a single or limited number of products, processes or services. | | 41 [Table of Contents](#toc) 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 will not provide a specified maximum redemption threshold. Our proposed initial business combination may impose a minimum cash requirement for (i)cash consideration to be paid to the target or its owners, (ii)cash for working capital or other general corporate purposes or (iii)the retention of cash to satisfy other conditions. As a result, we may be able to complete our initial business combination even though a substantial majority of our public shareholders do not agree with the transaction and have redeemed their shares or, if we seek shareholder approval of our initial business combination and do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, have entered into privately negotiated agreements to sell their shares to our sponsor, officers, directors, 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. In order to effectuate an initial business combination, SPACs have, in the recent past, amended various provisions of their charters and other governing instruments. 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, SPACs have, in the recent past, amended various provisions of their charters and governing instruments. For example, SPACs have extended the time to consummate an initial business combination. 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 leasttwo-thirds(or, in the scenarios described below, 90%) of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company. In addition, our amended and restated memorandum and articles of association require us to provide our public shareholders with the opportunity to redeem their public shares, regardless of whether they abstain, vote for, or vote against, our initial business combination, for cash if we propose an amendment to our amended and restated memorandum and articles of association not for the purposes of approving, or in conjunction with the consummation of, an initial business combination (A)to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete an initial business combination within the completion window or (B)with respect to any other material provisions relating to the rights of holders of ClassA ordinary shares orpre-initialbusiness combination activity. To the extent any of such amendments would be deemed to fundamentally change the nature of the securities offered through our initial public offering, we would register, or seek an exemption from registration for, the affected securities. We cannot assure you that we will not seek to amend our charter or governing instruments or extend the time to consummate an initial business combination in order to effectuate our initial business combination. 42 [Table of Contents](#toc) The provisions of our amended and restated memorandum and articles of association that relate to ourpre-businesscombination 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 thantwo-thirdsof 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 SPACs. It may be easier for us, therefore, to amend our amended and restated memorandum and articles of association to facilitate the completion of an initial business combination that some of our shareholders may not support. Our amended and restated memorandum and articles of association provide that any of its provisions related topre-businesscombination activity (including the requirement to deposit proceeds of our initial public offering and the private placement of shares into the trust account and not release such amounts except in specified circumstances, and to provide redemption rights to public shareholders as described herein, and other than amendments relating to the provisions regulating the appointment and removal of directors and continuing the company in a jurisdiction outside the Cayman Islands, which require a special resolution passed by the affirmative vote of the holders of at least 90% (or, where such amendment is proposed in respect of the consummation of our initial business combination,two-thirds)of our ordinary shares who, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company) may be amended if approved by special resolution, under Cayman Islands law. Except as specified above with respect to matters requiring a 90% majority, a special resolution requires the affirmative vote of at leasttwo-thirdsof the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company. Corresponding provisions of the trust agreement governing the release of funds from our trust account may be amended if approved by the affirmative vote of at leasttwo-thirdsof 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 approximately 30% of our ordinary shares (excluding the private placement 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 ourpre-businesscombination behavior more easily than some other SPACs, and this may increase our ability to complete a business combination with which you do not agree. 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 not for the purposes of approving, or in conjunction with the consummation of, an initial business combination (A)to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within the completion window or (B)with respect to any other material provisions relating to the rights of holders of ClassA ordinary shares orpre-initialbusiness combination activity, in each case unless we provide our public shareholders with the opportunity to redeem their ClassA ordinary shares upon approval of any such amendment at aper-shareprice, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to the company (net of taxes payable), divided by the number of then-outstanding public shares. Our shareholders are not parties to, or third-party beneficiaries of, these agreements and, as a result, will not have the ability to pursue remedies against our sponsor, officers or 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. 43 [Table of Contents](#toc) 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 may target businesses with enterprise values that are greater than the net proceeds of our initial public offering and the sale of the private placement shares. 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 proposed 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. In addition, even if we do not need additional financing to complete our initial business combination, we may require such financing to fund the operations or growth of the target business. The failure to secure additional financing could have a material adverse effect on the continued development or growth of the target business. None of our officers, directors or shareholders is required to provide any financing to us in connection with or after our initial business combination. Our sponsor controls the appointment of our board of directors until consummation of our initial business combination and will hold a substantial interest in us. As a result, it will appoint all of our directors prior to the consummation of our initial business combination and may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support. Our sponsor owns approximately 30% of our issued and outstanding ordinary shares (excluding private placement shares). Accordingly, it 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 vote 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 ClassB ordinary shares will be entitled to vote on continuing our company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend our constitutional documents or to adopt new constitutional documents as a result of our approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). These provisions of our amended and restated memorandum and articles of association may only be amended if approved by a special resolution passed by the affirmative vote of the holders of at least 90% (or, where such amendment is proposed in respect of the consummation of our initial business combination,two-thirds)of our ordinary shares who, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company. As a result, you will not have any influence over the appointment or removal of directors prior to our initial business combination or any influence over our continuation in a jurisdiction outside the Cayman Islands prior to our initial business combination. If our sponsor purchased any shares (in addition to the private placement shares) in our initial public offering or if our sponsor purchases any additional ClassA ordinary shares in the aftermarket or in privately negotiated transactions, this would increase its control. Neither our sponsor nor, to our knowledge, any of our officers or directors, have any current intention to purchase additional securities, other than as disclosed in this Annual Report. 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 will be appointed by our sponsor, 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. 44 [Table of Contents](#toc) If there is an annual general meeting, as a consequence of our staggered board of directors, only a minority of the board of directors will be considered for appointment and our sponsor, because of its ownership position, will have considerable influence regarding the outcome. In addition, since only holders of our ClassB ordinary shares will have the right to vote on directors prior to our initial business combination, our initial shareholders will continue to exert control at least until the completion of our initial business combination. Accordingly, our sponsor will continue to exert control at least until the completion of our initial business combination. We may not be able to complete an initial business combination because such initial business combination may be subject to regulatory review and approval requirements, including foreign investment regulations and review by government entities such as the Committee on Foreign Investment in the UnitedStates (CFIUS), or may be ultimately prohibited. Our initial business combination may be subject to regulatory review and approval requirements by governmental entities, or ultimately prohibited. For example, CFIUS has authority to review direct or indirect foreign investments in U.S. companies. Among other things, CFIUS is empowered to require certain foreign investors to make mandatory filings, to charge filing fees related to such filings, and to self-initiate national security reviews of foreign direct and indirect investments in U.S.companies if the parties to that investment choose not to file voluntarily. In the case that CFIUS determines an investment to be a threat to national security, CFIUS has the power to unwind or place restrictions on the investment. Whether CFIUS has jurisdiction to review an acquisition or investment transaction depends onamong other factorsthe nature and structure of the transaction, including the level of beneficial ownership interest and the nature of any information or governance rights involved. Our sponsor is a limited liability company formed in the Cayman Islands and, although it is not controlled by anon-U.S.person, nor does the sponsor have any members who are, or have substantial ties with, anon-U.S.person, investments that result in control of a U.S.business by a foreign person are always subject to CFIUS jurisdiction. CFIUSs expanded jurisdiction under the Foreign Investment Risk Review Modernization Act of 2018 and implementing regulations that became effective on February13, 2020, further includes investments that do not result in control of a U.S.business by a foreign person but afford certain foreign investors certain information or governance rights in a U.S.business that has a nexus to critical technologies, critical infrastructure and/or sensitive personal data. If a particular proposed initial business combination with a U.S.business fall 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 United States 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. 45 [Table of Contents](#toc) The process of government review, whether by CFIUS or otherwise, could be lengthy. Because we have only a limited time to complete our initial business combination, our failure to obtain any required approvals within the requisite time period may require us to liquidate. If we are unable to consummate our initial business combination within the applicable time period required under our amended and restated memorandum and articles of association, including as a result of extended regulatory review of a potential initial business combination, we will (i)cease all operations except for the purpose of winding up, (ii)as promptly as reasonably possible but not more than tenbusiness days thereafter (and subject to lawfully available funds therefor), redeem the public shares, at aper-shareprice, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to the company (which interest shall be net of taxes, if any, and less up to $100,000 of interest to pay liquidation and dissolution expenses), divided by the number of then-outstandingpublic shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii)as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such event, our shareholders will miss the opportunity to benefit from an investment in a target company and the appreciation in value of such investment. Attractive targets for SPACs may become scarcer and there may be more competition for attractive targets, or such attractive targets may not be interested to consummate a business combination with a SPAC due to a negative public perception of mergers involving SPACs. This could increase the cost of our initial business combination and could even result in our inability to find a target or to consummate an initial business combination. Many potential targets for SPACs have already entered into an initial business combination, and there are numerous SPACs preparing for an initial public offering, as well as many such companies currently in registration. As a result, at times, fewer attractive targets may be available to consummate an initial business combination. In addition, because there are numerous SPACs seeking to enter into an initial business combination with available targets, the competition for available targets with attractive fundamentals or business models may increase, which could cause target companies to demand improved financial terms. Attractive deals could also become scarcer for other reasons, such as economic or industry sector downturns (including a negative public perception of mergers involving SPACs), geopolitical tensions, or increases in the cost of additional capital needed to close business combinations or operate targets post-business combination. This could increase the cost of, delay or otherwise complicate or frustrate our ability to find and consummate an initial business combination and may result in our inability to consummate an initial business combination on terms favorable to our investors or at all. Adverse developments affecting the financial services industry, including events or concerns involving liquidity, defaults ornon-performanceby financial institutions, could adversely affect our business, financial condition or results of operations, or our prospects. The funds in our operating account and our trust account will initially be held in banks or other financial institutions and will be invested only in U.S. government treasury obligations with a maturity of 185days or less or in money market funds meeting certain conditions underRule2a-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. To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the trust account, we may, at any time (based on our management teams ongoing assessment of all factors related to our potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the trust account and instead to hold the funds in the trust account in cash or in an interest-bearing demand deposit account at a bank. Our cash held in these accounts may exceed any applicable FDIC insurance limits. Should events, including limited liquidity, defaults,non-performanceor other adverse developments occur with respect to the banks or other financial institutions that hold our funds, or that affect financial institutions or the financial services industry generally, or concerns or rumors about any events of these kinds or other similar risks, the value of the assets in our trust account could be impaired, which could have a material impact on our operating results, liquidity, financial condition and prospects. We cannot guarantee that the banks or other financial institutions that will hold our funds will not experience similar issues. 46 [Table of Contents](#toc) 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 international financial reporting standards as issued by the IFRS depending on the circumstances and the historical financial statements may be required to be audited in accordance with the standards of the Public Company Accounting Oversight Board (UnitedStates) (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 completion window. Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate our initial business combination, require substantial financial and management resources, and increase the time and costs of completing an initial business combination. Section404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with our Annual Report onForm10-Kfor 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. 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 our share price, which could cause you to lose some or all of your investment. Even if we conduct due diligence on a target business with which we combine, we cannot assure you that this diligence will identify all material issues that may be present within a particular target business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of the target business and outside of our control will not later arise. As a result of these factors, we may be forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about us or our securities. In addition, charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a result of assuming pre-existing debt held by a target business or by virtue of our obtaining debt financing to partially finance the initial business combination or thereafter. Accordingly, any shareholders who choose to remain shareholders following the business combination could suffer a reduction in the value of their securities. Such shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable material misstatement or material omission. 47 [Table of Contents](#toc) 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 key personnel, including members of the management of an acquisition candidate will not wish to remain in place. Our management may not be able to maintain control of a target business after our initial business combination. We cannot provide assurance that, upon loss of control of a target business, new management will possess the skills, qualifications or abilities necessary to profitably operate such business. We may structure our initial business combination so that the post-transaction company in which our public shareholders own shares will own less than 100% of the equity interests or assets of a target business, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for us not to be required to register as an investment company under the Investment Company Act. We will not consider any transaction that does not meet such criteria. Even if the post-transaction company owns 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post business combination company, depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a transaction in which we issue a substantial number of new ClassA ordinary shares in exchange for all of the outstanding capital stock, shares or other equity securities 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. If this were to occur, 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 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. 48 [Table of Contents](#toc) 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. Additionally, if we complete our initial business combination in a transaction with a division of a company that necessitates a significantcarve-outto establish it as a stand-alone entity, such transaction would involve complex considerations and challenges, including the potential impacts on existing relationships, resources, and the overall strategic direction of thecarved-outcompany, as well as the preparation of financial statements of thecarve-outentity. Although our management team will endeavor to evaluate the risks inherent in a particular target business and its operations, we may not be able to properly ascertain or assess all of the significant risk factors until we complete our business combination. If we are not able to achieve our desired operational improvements, or the improvements take longer to implement than anticipated, we may not achieve the gains that we anticipate. Furthermore, some of these risks and complexities may be outside of our control and leave us with no ability to control or reduce the chances that those risks and complexities will adversely impact a target business. Such combination may not be as successful as a combination with a smaller, less complex organization. Our initial business combination and our structure thereafter may not betax-efficientto our shareholders. As a result of our business combination, our tax obligations may be more complex, burdensome and/or uncertain. Although we will attempt to structure our initial business combination in atax-efficientmanner, 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 to recognize gain or income for tax purposes; effect a business combination with a target company in another jurisdiction; or transfer by way of continuation to 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 to pay taxes in connection with our business combination or thereafter. Accordingly, a shareholder 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 received. In addition, shareholders may also be subject to additional income, withholding or other taxes with respect to their ownership of us after our initial business combination. In addition, we may effect a business combination with a target company that has business operations outside of the UnitedStates, and possibly, business operations in multiple jurisdictions. If we effect such a business combination, we could be subject to significant income, withholding and other tax obligations in a number of jurisdictions with respect to income, operations and subsidiaries related to those jurisdictions. Due to the complexity of tax obligations and filings in other jurisdictions, we may have a heightened risk related to audits or examinations by U.S.federal, state, local andnon-U.S.taxingauthorities. This additional complexity and risk could have an adverse effect on ourafter-taxprofitability and financial condition. 49 [Table of Contents](#toc) If our management following our initial business combination is unfamiliar with U.S. 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 United States securities laws. If new management is unfamiliar with U.S. 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. 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 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: | | | | costs and difficulties inherent in managing cross-border business operations; | | | | | | rules and regulations regarding currency redemption; | | | | | | complex corporate withholding taxes on individuals; | | | | | | laws governing the manner in which future business combinations may be effected; | | | | | | exchange listing and/or delisting requirements; | | | | | | tariffs and trade barriers; | | | | | | regulations related to customs and import/export matters; | | | | | | local or regional economic policies and market conditions; | | | | | | unexpected changes in regulatory requirements; | | | | | | challenges in managing and staffing international operations; | | | | | | longer payment cycles; | | | | | | tax issues, such as tax law changes and variations in tax laws as compared to the United States; | | | | | | currency fluctuations and exchange controls; | | 50 [Table of Contents](#toc) | | | | rates of inflation; | | | | | | challenges in collecting accounts receivable; | | | | | | cultural and language differences; | | | | | | employment regulations; | | | | | | underdeveloped or unpredictable legal or regulatory systems; | | | | | | corruption; | | | | | | protection of intellectual property; | | | | | | social unrest, crime, strikes, riots and civil disturbances; | | | | | | regime changes and political upheaval; | | | | | | terrorist attacks, natural disasters, widespread health emergencies and wars; and | | | | | | deterioration of political relations with the United States. | | We may not be able to adequately address these additional risks. If we were unable to do so, we may be unable to complete such initial business combination, or, if we complete such initial business combination, our operations might suffer, either of which may adversely impact our business, financial condition and results of operations. 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, orkey-maninsurance on the life of, any of our directors or officers. The unexpected loss of the services of one or more of our directors or officers could have a detrimental effect on us. Our ability to successfully effect our initial business combination and to be successful thereafter will be dependent upon the efforts of our key personnel, some of whom may join us following our initial business combination. The loss of key personnel could negatively impact the operations and profitability of our post-combination business. Our ability to successfully effect our initial business combination is dependent upon the efforts of our key personnel. The role of our key personnel in the target business, however, cannot presently be ascertained. Although some of our key personnel may remain with the target business in senior management or advisory positions following our initial business combination, it is likely that some or all of the management of the target business will remain in place. While we intend to closely scrutinize any individuals we engage after our initial business combination, we cannot assure you that our assessment of these individuals will prove to be correct. These individuals may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause us to have to expend time and resources helping them become familiar with such requirements. 51 [Table of Contents](#toc) Our key personnel may negotiate employment or consulting agreements with a target business in connection with a particular business combination, and a particular business combination may be conditioned on the retention or resignation of such key personnel. These agreements may provide for them to receive compensation following our initial business combination and, as a result, may cause them to have conflicts of interest in determining whether a particular business combination is the most advantageous. Our key personnel may be able to remain with our company after the completion of our initial business combination only if they are able to negotiate employment or consulting agreements in connection with the business combination. Such negotiations would take place simultaneously with the negotiation of the business combination and could provide for such individuals to receive compensation in the form of cash payments and/or our securities for services they would render to us after the completion of the business combination. Such negotiations also could make such key personnels retention or resignation a condition to any such agreement. The personal and financial interests of such individuals may influence their motivation in identifying and selecting a target business, subject to their fiduciary duties under Cayman Islands law. Our officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination. Our officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our officers is engaged in other business endeavors for which he may be entitled to substantial compensation, and our officers are not obligated to contribute any specific number ofhours per week to our affairs. Our independent directors also serve as officers and board members for other entities. If our officers and directors other business affairs require them to devote substantial amounts of time to such affairs in excess of their current commitment levels, it could limit their ability to devote time to our affairs which may have a negative impact on our ability to complete our initial business combination. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination target. Any such potential conflicts could materially affect our ability to complete our initial business combination. For a complete discussion of our officers and directors other business affairs, see Item 10. Directors, Executive Officers and Corporate GovernanceDirectors and Executive Officers. Our officers and directors presently have, and any of them in the future may have additional fiduciary, contractual or other obligations to other businesses and 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 manager, 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. In addition, our sponsor, its manager, and our officers and directors may participate in the formation of, or become an officer or director of, any other blank check company prior to completion of our initial business combination. As a result, our sponsor, its manager, and our officers and directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other blank check company with which they may become involved. Our sponsor, its manager, and our officers and directors have complete discretion, subject to applicable fiduciary duties, as to which blank check company they choose to pursue a business combination and the order in which they pursue business combinations for any of their existing or future blank check companies. As a result, our sponsor, its manager, and our officers and directors may pursue business combinations for blank check companies that it has sponsored in any order, which could result in its more recent blank check companies completing business combinations prior to its blank check companies that were launched earlier. Each of our officers and directors presently has, and any of them in the future may have additional fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director may or may be required to present a business combination opportunity to such entities. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity, subject to their fiduciary duties under Cayman Islands law. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by law: (a)no individual serving as a director or an officer, among other persons, shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (b)we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which (i)may be a corporate opportunity for any director or officer, on the one hand, and us, on the other or (ii)the presentation of which would breach an existing legal obligation of a director or officer to any other entity. Such fiduciary duties or contractual obligations of our officers or directors could materially affect our ability to complete our initial business combination. For a complete discussion of our officers and directors other business affairs, please see Item10. Directors, Executive Officers and Corporate GovernanceConflicts of Interest. 52 [Table of Contents](#toc) 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. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination target. Such potential conflicts could materially affect our ability to complete our initial business combination. The personal and financial interests of our directors and officers may influence their motivation in timely identifying and selecting a target business and completing a business combination. Consequently, our directors and officers discretion in identifying and selecting a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of a particular business combination are appropriate and in our shareholders best interest. If this were the case, it would be a breach of their fiduciary duties to us as a matter of Cayman Islands law and we or our shareholders might have a claim against such individuals for infringing on our shareholders rights. However, we might not ultimately be successful in any claim we may make against them for such reason. Members of our management team and board of directors have significant experience as founders, board members, officers, executives or employees of other companies. Certain of those persons have been, are currently, or may become, involved in litigation, investigations or other proceedings, including related to those companies or otherwise. This may have an adverse effect on us, which may impede our ability to consummate an initial business combination. During the course of their careers, members of our management team and board of directors have had significant experience as founders, board members, officers, executives or employees of other companies. Certain of those persons have been, are currently or may in the future become involved in litigation, investigations or other proceedings, including relating to the business affairs of such companies, transactions entered into by such companies, or otherwise. Any such litigation, investigations or other proceedings may divert the attention and resources of our management team and board of directors away from identifying and selecting a target business or businesses for our initial business combination and may negatively affect our reputation, which may impede our ability to complete an initial business combination. Members of our management team and affiliated companies may have been, and may in the future be, involved in civil disputes or governmental investigations unrelated to our business. Members of our management team have been (and intend to be) involved in a wide variety of businesses. Such involvement has, and may lead to, media coverage and public awareness. As a result, members of our management team and affiliated companies may have been, and may in the future be, involved in civil disputes or governmental investigations unrelated to our business. Any such claims or investigations may be detrimental to our reputation and could negatively affect our ability to identify and complete an initial business combination and may have an adverse effect on the price of our securities. 53 [Table of Contents](#toc) Our letter agreement with our sponsor, officers and directors may be amended without shareholder approval. Our letter agreement with our sponsor, officers and directors contains provisions relating to, among other things, transfer restrictions of our founder shares and private placement shares, indemnification of the trust account, waiver of redemption rights and participation in liquidating distributions from the trust account. The letter agreement also provides for the automatic conversion of the founder shares into ClassA ordinary shares on or prior to the tenth anniversary of our initial business combination, upon the earlier of (i)our meeting certain share price performance thresholds following the completion of our initial business combination, and (ii)subsequent to the completion of our initial business combination, the date on which a change of control occurs, in each case of clause (i)or clause (ii), on aone-for-onebasis, subject to adjustment, as described herein. The letter agreement may be amended without shareholder approval (although releasing the parties from the restriction not to transfer the founder shares for 180days following the date of the prospectus to our initial public offering will require the prior written consent of the underwriter). 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. 54 [Table of Contents](#toc) Risks Relating to our Securities We are not required to obtain an opinion from an independent investment banking firm or from another independent entity that commonly renders valuation opinions, and consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to the company from a financial point of view. Unless we complete our initial business combination with an affiliated entity or our board of directors cannot independently determine the fair market value of the target business or businesses (including with the assistance of financial advisors), we are not required to obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that the price we are paying is fair to the 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. An investment in our securities may result in uncertain U.S. federal income tax consequences. An investment in our securities may result in uncertain U.S. federal income tax consequences. For instance, there is some uncertainty with respect to our status as a PFIC for our current taxable year or any subsequent taxable year. In addition, it is unclear whether the redemption rights with respect to our Class A ordinary shares suspend the running of a U.S. Holders holding period for purposes of determining whether any gain or loss realized by such holder on the sale or exchange of ordinary shares is long-term capital gain or loss and for determining whether any dividend we pay would be considered qualified dividend income for U.S. federal income tax purposes. 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, 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 the rights of holders of ClassA ordinary shares orpre-initialbusiness 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. Accordingly, to liquidate your investment, you may be forced to sell your public shares, potentially at a loss. NYSE 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 ClassA ordinary shares are currently listed on NYSE. We cannot assure you that our securities will continue to be listed on NYSE in the future or prior to our initial business combination. In order to continue listing our securities on NYSE prior to our initial business combination, we must maintain certain financial, distribution and share price levels. Generally, we must maintain a minimum market value of listed securities (generally $50,000,000) and a minimum number of holders of our securities (generally 400 public holders). Additionally, in connection with our initial business combination, we will be required to demonstrate compliance with NYSEs initial listing requirements, which are more rigorous than NYSEs continued listing requirements, in order to continue to maintain the listing of our securities on NYSE. For instance, our share price would generally be required to be at least $4.00 per share, the aggregate market value of our publicly held shares would need to be at least $40,000,000, and our global market capitalization would need to be at least $150,000,000. 55 [Table of Contents](#toc) If NYSE 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 rulesand possibly result in a reduced level of trading activity in the secondary trading market for our securities; | | | | | | a limited amount of news and analyst coverage; and | | | | | | a decreased ability to issue additional securities or obtain additional financing in the future. | | The National Securities Markets Improvement Act of 1996, 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 ClassA ordinary shares are listed on NYSE, our ClassA ordinary shares 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 NYSE, 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 result in significant dilution to the implied value of your public shares upon the consummation of our initial business combination, and our sponsor is likely to make a substantial profit on its investment in us in the event we consummate an initial business combination and assuming that such shares convert into ClassA ordinary shares following our initial business combination, even if the trading price of our ordinary shares materially declines in the future. We offered our ClassA ordinary shares in our initial public offering at an offering price of $10.00 per share and the amount in our trust account was initially $10.00 per public share, implying an initial value of $10.00 per public share. However, prior to our initial public offering, our sponsor paid a nominal aggregate purchase price of $25,000 for the founder shares, or approximately $0.002 per share. As a result, the value of your public shares may be significantly diluted upon the consummation of our initial business combination, assuming the founder shares are converted into ClassA ordinary shares following our initial business combination. The following table shows the public shareholders and our sponsors investment per share and how these compare to the implied value of one ClassA ordinary share upon the completion of our initial business combination. The following table assumes that (i)our valuation is $325,300,000 (which is the amount we would have in the trust account for our initial business combination following payment of the advisory fee and underwriters fees, including deferred fees and underwriting commissions), (ii)no interest is earned on the funds held in the trust account, (iii)no public shares are redeemed in connection with our initial business combination, (iv)all founder shares are held by our initial shareholders upon completion of our initial business combination, (v)all founder shares convert into ClassA ordinary shares on a one-for-one basis following our initial business combination and (vi)the underwriter does not take into account other potential impacts on our valuation at the time of the initial business combination, such as (i)the value of our private placement shares, (ii)the trading price of our ClassA ordinary shares, (iii)the initial business combination transaction costs (other than the payment of $10,350,000 of deferred underwriting commissions and the advisory fee equal to 3% of the gross proceeds raised in the IPO, payable upon consummation of the business combination), (iv)any equity issued or cash paid to the targets sellers, (v)any equity issued to other third-party investors, or (vi)the targets business itself. | | | Public shares | | | 34,500,000 | | | | Private placement shares | | | 175,000 | | | | Founder shares(1) | | | 14,785,714 | | | | Total shares | | | 49,460,714 | | | | Total funds in trust available for initial business combination(2) | | $ | 325,300,000 | | | | Public shareholders investment per ClassA ordinary share | | $ | 10.00 | | | | Sponsors investment per ClassB ordinary share(3) | | $ | 0.002 | | | | Initial implied value per public share(4) | | $ | 9.43 | | | | Implied value per share upon consummation of initial business combination(1) | | $ | 6.58 | | | 56 [Table of Contents](#toc) | (1) | Assumes conversion of all founder shares into ClassA ordinary shares on a one-for-one basis. All founder shares would automatically convert into ClassA ordinary shares on or prior to the tenth anniversary of our initial business combination, upon the earlier of (i)our meeting certain share price performance thresholds following the completion of our initial business combination, and (ii)subsequent to the completion of our initial business combination, the date on which a change of control occurs, in each case of clause (i)or clause (ii), on a one-for-one basis, subject to adjustment. Any founder shares that have not converted into ClassA ordinary shares pursuant to the immediately preceding sentence on the date that is ten years after the completion of the initial business combination will be returned to us for cancellation for no consideration. | | | (2) | Total funds in trust available for initial business combination reduced by $0.30 per share on all shares sold (up to $10,350,000 in the aggregate (assuming no redemptions)) payable to the underwriter for deferred underwriting commissions and an advisory fee equal to 3% of the gross proceeds raised in the IPO payable to Santander US Capital Markets LLC upon and subject to the closing of our initial business combination. | | | (3) | The total investment in the equity of the company by the sponsor is $1,775,000, consisting of (i) $25,000 paid by the sponsor for the founder shares and (ii) $1,750,000 paid by the sponsor for 175,000 private placement shares. For purposes of this table, the sponsors investment in the private placement shares has been disregarded as it is assumed to be consumed for working capital purposes prior to the initial business combination. | | | (4) | Initial implied value per public share is defined as the funds in trust available for the initial business combination (following payment of the advisory fee and deferred underwriting commissions) divided by the public shares issued of 34,500,000. | | Based on these assumptions, each ClassA ordinary share would have an implied value of $6.58 per share upon completion of our initial business combination, representing an approximately 30.2% decrease from the initial implied value of $9.43 per public share. While the implied value of $6.58 per ClassA ordinary share upon completion of our initial business combination would represent a dilution to our public shareholders, this would represent a significant increase in value for our sponsor relative to the price it paid for each founder share, assuming that all founder shares convert into ClassA ordinary shares as described herein. The founder shares will only automatically convert into ClassA ordinary shares on or prior to the tenth anniversary of our initial business combination, upon the earlier of (i)(A) solely with respect to one-third of such aggregate number of founder shares, a time after the completion of our initial business combination in which the last reported sale price of ClassA ordinary shares for any 20 trading days within a 30-trading day period commencing after the completion of the initial business combination equals or exceeds $15.00, (B) solely with respect to an additional one-third of such aggregate number of founder shares, a time after the completion of our initial business combination in which the last reported sale price of ClassA ordinary shares for any 20 trading days within a 30-trading day period commencing after the completion of the initial business combination equals or exceeds $17.50, and (C)solely with respect to the remaining one-third of such aggregate number of founder shares, a time after the completion of our initial business combination in which the last reported sale price of ClassA ordinary shares for any 20 trading days within a 30-trading day period commencing after the completion of the initial business combination equals or exceeds $20.00, and (ii)subsequent to the completion of our initial business combination, the date on which a change of control occurs, in each case of clause(i) or clause (ii), on a one-for-one basis, subject to adjustment, as described in Exhibit 4.1 (American Exceptionalism Corp. A Description of Securities). Any founder shares that have not converted into ClassA ordinary shares pursuant to the immediately preceding sentence on the date that is ten years after the completion of the initial business combination will be returned to us for cancellation for no consideration. The value of the founder shares following completion of our initial business combination is likely to be substantially higher than the nominal price paid for them, if and once such shares convert into ClassA ordinary shares following our initial business combination, even if the trading price of our ordinary shares after such conversion is substantially less than $10.00 per public share. Upon the closing of our initial public offering, our sponsor will have invested in us an aggregate of $1,775,000, comprised of the $25,000 purchase price for the founder shares and the $1,750,000 purchase price for the private placement shares. Assuming a trading price of $10.00 per public share after consummation of our initial business combination and assuming the conversion of all founder shares into ClassA ordinary shares on a one-for-one basis following the initial business combination, the 14,785,714 founder shares (excluding the 175,000 private placement shares, after automatic conversion of the 14,785,714 founder shares as described herein) would have an aggregate implied value of $147,857,140. Assuming that all of the founder shares convert into ClassA ordinary shares following the initial business combination, even if the trading price of our ordinary shares were as low as $0.14 per share, and disregarding the private placement shares, the value of the founder shares would be greater than our sponsors aggregate initial investment in us. As a result, if the founder shares convert into ClassA ordinary shares following our initial business combination, our sponsor is likely to be able to make a substantial profit on its investment in us at a time when our public shares have lost significant value. However, the founder shares will be worthless if we do not complete an initial business combination within the completion window. Accordingly, members of our management team, who own interests in our sponsor, may be more willing to pursue a business combination with a riskier or less-established target business than would be the case if our sponsor had paid the same per share price for the founder shares as our public shareholders paid for their public shares. In addition, our independent directors who are also non-managing members of our sponsor may have different interests than public shareholders due to their upfront indirect investment in the company. 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 ofnon-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. 57 [Table of Contents](#toc) 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. 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 United States 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 United States upon our directors or officers, or enforce judgments obtained in the United States courts against our directors or officers. 58 [Table of Contents](#toc) Our corporate affairs are 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 are also subject to the federal securities laws of the United States. 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 (Hong Kong) 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. 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 U.S. 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 United States courts predicated upon civil liabilities and criminal penalties on our directors and officers under United States laws. 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. 59 [Table of Contents](#toc) Our amended and restated memorandum and articles of association provide that the courts of the Cayman Islands will be the exclusive forums for certain disputes between us and our shareholders, which could limit our shareholders ability to obtain a favorable judicial forum for complaints against us or our directors, officers or employees. Our amended and restated memorandum and articles of association provide that unless we consent in writing to the selection of an alternative forum, the courts of the Cayman Islands shall have exclusive jurisdiction over any claim or dispute arising out of or in connection with our amended and restated memorandum and articles of association or otherwise related in any way to each shareholders shareholding in us, including, but not limited to, (i)any derivative action or proceeding brought on our behalf, (ii)any action asserting a claim of breach of any fiduciary or other duty owed by any of our current or former directors, officers or other employees 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) 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 are, as a matter of the laws of the UnitedStates of America, the sole and exclusive forum for determination of such a claim. Our amended and restated memorandum and articles of association also provide that, without prejudice to any other rights or remedies that we may have, each of our shareholders acknowledges that damages alone would not be an adequate remedy for any breach of the selection of the courts of the Cayman Islands as exclusive forum and that accordingly we shall be entitled, without proof of special damages, to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of the selection of the courts of the Cayman Islands as exclusive forum. This choice of forum provision may increase a shareholders cost and limit the shareholders ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage lawsuits against us and our directors, officers and other employees. Any person or entity purchasing or otherwise acquiring any of our shares or other securities, whether by transfer, sale, operation of law or otherwise, shall be deemed to have notice of and have irrevocably agreed and consented to these provisions. There is uncertainty as to whether a court would enforce such provisions, and the enforceability of similar choice of forum provisions in other companies charter documents has been challenged in legal proceedings. It is possible that a court could find this type of provisions to be inapplicable or unenforceable, and if a court were to find this provision in our amended and restated memorandum and articles of association to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving the dispute in other jurisdictions, which could have adverse effect on our business and financial performance. Holders of ClassA ordinary shares will not be entitled to vote oncontinuing the company in a jurisdiction outside of the Cayman Islands. As holders of our ClassA ordinary shares, our public shareholders will not have the right to vote on continuing the company in a jurisdiction outside of the Cayman Islands (including any special resolution required to amend our constitutional documents or to adopt new constitutional documents as a result of our approving a transfer by way of continuation in a jurisdiction outside of the Cayman Islands). The grant of registration rights to our sponsor and other holders of our private placement shares may make it more difficult to complete our initial business combination, and the future conversion of such rights may adversely affect the market price of our ClassA ordinary shares. Pursuant to a registration rights agreement entered into concurrently with the issuance and sale of the securities in our initial public offering, our sponsor and its permitted transferees can demand that we register the ClassA ordinary shares into which founder shares are convertible, and holders of our private placement shares and their permitted transferees can demand that we register their private placement shares, including such private placement shares that may be issued upon conversion of working capital loans. We will bear the cost of registering these shares. The registration and availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price of our ClassA ordinary shares. In addition, the existence of the registration rights may make our initial business combination more costly or difficult to conclude. This is because the shareholders of the target business may increase the equity stake they seek in the combined entity or ask for more cash consideration to offset the negative impact on the market price of our ClassA ordinary shares that is expected when the ordinary shares owned by our initial shareholders, holders of our private placement shares or holders of our working capital loans or their respective permitted transferees are registered. 60 [Table of Contents](#toc) Item1B. Unresolved Staff C om ments None. Item1C. Cybersecurity We are a blank check company with no business operations. Our sole business activity is identifying and evaluating suitable target businesses for a business combination. Therefore, we do not consider that we face significant cybersecurity risk. Nevertheless,we have taken stepsdesigned to identify, protect, detect and respond to and manage reasonably foreseeable cybersecurity risks and threats given our limited operations, including internal reporting, monitoring and detection protocols and anti-virus software. We monitor our information systems for potential vulnerabilities, including those that could arise from internal sources and external sources such asthird-party service providerswe do business with. To date,we have not experienced any cybersecurity attacks. However, any such attack could adversely affect our business. Further, a penetration of our systems or a third partys systems or other misappropriation or misuse of personal information could subject us to business, regulatory, litigation and reputation risk, which could have a negative effect on our business, financial condition and results of operations. Ouraudit committeeoversees our cybersecurity risk. We may in the future engage an assessor(s), consultant(s), auditor(s)or other third party (ies)to supplement our existing cybersecurity processes. Item2. Properties We do not own any real estate or other physical properties. We currently maintain our executive offices at 506 Santa Cruz Ave., Suite 300, Menlo Park, CA 94025. The cost for the space is included in the up to $10,000monthly fee that we may pay to an affiliate of our sponsor for accounting, bookkeeping, office space, IT support, research and professional, administrative and secretarial services. We consider our current office space adequate for our current operations. Item3. Legal Proceedings To the knowledge of our management, there is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team in their capacity as such. Item4. Mine Safety Disclosures Not applicable. 61 [Table of Contents](#toc) PARTII Item5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Secu rities (a) Market Information Our ClassA ordinary shares are traded on the NYSE under the symbol AEXA. Our ClassA ordinary shares commenced public trading on September26, 2025. (b) Holders On March30, 2026, there were two holders of record of our ClassA ordinary shares and three holders of record of our ClassB ordinary shares. (c) Dividends We have not paid any cash dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion of our initial business combination. A Cayman Islands company may pay a dividend on its shares out of either profit or the share premium account, provided that in no circumstances may a dividend be paid if following such payment the company would be unable to pay its debts as they fall due in the ordinary course of business. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to the completion of our initial business combination. The payment of any cash dividends subsequent to the completion of our initial business combination will be within the discretion of our board of directors at such time. Other than with respect to payments or distributions from the trust account, our amended and restated memorandum and articles of association provide no dividends or other distributions shall be payable on the ClassA ordinary shares unless approved by written consent of the holders of at leasttwo-thirdsof our issued ClassB ordinary shares. In addition, our board of directors is not currently contemplating and does not anticipate approving any other share capitalization in the foreseeable future. Further, if we incur any indebtedness in connection with our business combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith. (d) Securities Authorized for Issuance Under Equity Compensation Plans None. (e) Performance Graph The performance graph has been omitted as permitted under rules applicable to smaller reporting companies. (f) Recent Sales of Unregistered Securities; Use of Proceeds from Registered Offerings Unregistered Sales On July25, 2025, our sponsor purchased 12,321,429 founder shares in exchange for a capital contribution of $25,000 to cover certain of the companys deferred offering costs and expenses. The registration statement for our initial public offering was declared effective on September25, 2025. On September23, 2025, our sponsor assigned and transferred an aggregate of 300,000 founder shares (150,000 founder shares each) to the two independent directors of the company in exchange for their services as independent directors through our initial business combination. On September25, 2025, the company issued an additional 2,464,285founder shares to our sponsor through share capitalization. As a result, our sponsor holds an aggregate of 14,785,714 founder shares. Up to 1,928,571 of the founder shares were to be forfeited by our sponsor for no consideration depending on the extent to which the underwriters over-allotment option was exercised. On September29, 2025, we consummated the initial public offering of 34,500,000 shares, including the full exercise by the underwriters of their over-allotment option in the amount of 4,500,000 shares, at $10.00 per share, generating gross proceeds of $345,000,000. As such, the 1,928,571 founder shares are no longer subject to forfeiture. Our sponsor is an accredited investor for purposes of Rule 501 of Regulation D. Each of the equity holders in our sponsor is an accredited investor under Rule 501 of Regulation D. The sole business of our sponsor is to act as the companys sponsor in connection with our initial public offering. 62 [Table of Contents](#toc) Substantially concurrently with the closing of our initial public offering, we completed the private sale of 175,000 private placement shares at a price of $10.00 per private placement share to the sponsor, generating gross proceeds to the co m pany of $1,750,000.This issuance was made pursuant to the exemption from registration contained in Section4(a)(2) of the Securities Act. Use of Proceeds OnSeptember 29, 2025, we consummated our initial public offering of 34,500,000 ClassA ordinary shares of the company, par value $0.0001 per share, including the issuance of 4,500,000 000 ClassA ordinary shares as a result of the underwriters exercise of their over-allotment option, at a price of $10.00 per Public Share, generating gross proceeds (before underwriting discounts and commissions and offering expenses) to the company of $345,000,000. Santander US Capital Markets LLC acted as underwriter of our initial public offering. The securities in the offering were registered under the Securities Act on registration statement on FormS-1 (No.333-289701). The SEC declared the registration statement effective onSeptember 25, 2025. Substantially concurrently with the closing of our initial public offering, the company completed the private sale of 175,000 private placement shares at a price of $10.00 per private placement share to the sponsor, generating gross proceeds to the company of $1,750,000. A total of $345,000,000, comprised of proceeds from our initial public offering and the sale of the private placement shares, was placed in a U.S.-based trust account at JP Morgan Chase Bank, N.A., maintained by Continental Stock Transfer& Trust Company, acting as trustee. There has been no material change in the planned use of proceeds from such use as described in the companys final prospectus to our initial public offering (File No.333-289701) filed with the Commission on September29, 2025. (g) Purchases of Equity Securities by the Issuer and Af filiat ed Purchasers None. Item6. [Reserved] Item7. Managements Discussion and Analysis of Financial Condition a nd R esults of Operations Cautionary Note Regarding Forward-Looking Statements All statements other than statements of historical fact included in this Annual Report, including, without limitation, statements under this item regarding our financial position, business strategy, and the plans and objectives of management for future operations , are forward-looking statements. When used in this Annual Report, words such as anticipate, believe, estimate, expect, intend and similar expressions, as they relate to us or our management, identify forward-looking statements. Such forward-looking statements are based on the beliefs of our management, as well as assumptions made by, and information currently available to, our 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. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph. 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 Annual Report. 63 [Table of Contents](#toc) Overview We are a blank check company incorporated in the Cayman Islands on July11, 2025 formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the business combination). We intend to effectuate our business combination using cash derived from the proceeds of our initial public offering and the sale of the private placement shares, our shares, debt or a combination of cash, shares and debt. We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a business combination will be successful. Results of Operations We have neither engaged in any operations nor generated any revenues to date. Our only activities from July11, 2025 (inception) through December31, 2025 were organizational activities, those necessary to prepare for our initial public offering, described below, and identifying a target company for a business combination. We do not expect to generate any operating revenues until after the completion of our business combination. Subsequent to our initial public offering, we generate non-operating income in the form of interest income on marketable securities held in the trust account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses. For the period from July11, 2025 (inception) through December31, 2025, we had a net loss $7,197,255, which consisted of advisory fee expense of $10,350,000 and general and administrative expenses of $213,417, offset by interest earned on marketable securities held in trust account of $3,366,162. Liquidity and Capital Resources Until the consummation of our initial public offering, our only source of liquidity was an initial purchase of shares of ClassB ordinary shares, par value $0.0001 per share, by the sponsor and loans from the sponsor. On September29, 2025, we consummated our initial public offering of 34,500,000 ClassA ordinary shares which includes the full exercise by the underwriters of their over-allotment option in the amount of 4,500,000Class A ordinary shares, at $10.00 per share, generating gross proceeds of $345,000,000. Simultaneously with the closing of our initial public offering, we consummated the sale of 175,000 private placement shares, at a price of $10.00 per private placement share in a private placement to the sponsor, generating gross proceeds of $1,750,000. Following our initial public offering, the full exercise of the over-allotment option, and the sale of the shares, a total of $345,000,000 was placed in the trust account. We incurred $11,130,322, consisting of $250,000 of cash underwriting fee, $10,350,000 of deferred underwriting fee, and $530,322 of other offering costs. For the period from July11, 2025 (inception) through December31, 2025, net cash used in operating activities was $524,126. This amount primarily reflects a net loss of $7,197,255, partially offset by interest income of $3,366,162, general and administrative costs paid through a related party promissory note of $22,830, formation costs of $8,488 paid by the sponsor in exchange for ClassB ordinary shares, and changes in operating assets and liabilities of $10,007,973. We intend to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the trust account (less income taxes payable), to complete our business combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our business combination, the remaining proceeds held in the trust account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies. We intend to use the funds held outside the trust account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a business combination. 64 [Table of Contents](#toc) In order to fund working capital deficiencies or finance transaction costs in connection with a business combination, the sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us funds as may be required. If we complete a business combination, we would repay such loaned amounts. In the event that a business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. Up to $1,500,000 of such working capital loans may be converted into private placement shares upon consummation of the business combination at a price of $10.00 per share. The shares would be identical to the private placement shares. We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence, and negotiating a business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our business combination. Moreover, we may need to obtain additional financing either to complete our business combination or because we become obligated to redeem a significant number of our public shares upon consummation of our business combination, in which case we may issue additional securities or incur debt in connection with such business combination. Off-Balance Sheet Arrangements We have no obligations, assets or liabilities, which would be considered off-balance sheet 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 facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets. Contractual Obligations We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agree m ent that the company has granted the underwriter a 45-day option from the date of our initial public offering to purchase up to an additional 3,450,000 ClassA ordinary shares to cover over-allotments, if any. On September29, 2025, the underwriters exercised their over-allotment option, closing on the 3,450,000 additional ClassA ordinary shares simultaneously with our initial public offering. The underwriter was entitled to an underwriting discount of $250,000 which was paid in cash upon the closing of our initial public offering. The company entered into an agreement with the underwriter in which the underwriter is entitled to an advisory fee equal to 3% of the gross proceeds raised in our initial public offering upon and subject to the closing of the initial business combination. Critical Accounting Estimates and Policies 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. As of December31, 2025, we did not have any critical accounting estimates to be disclosed. 65 [Table of Contents](#toc) Item7A. Quantitative and Qualitative Disclosures about Market Risk Not required for smaller reporting companies. Item8. Financial Statements and Supplementary Data Reference is made to pages F-1 through F-15 comprising a portion of this Annual Report, which are incorporated herein by reference. Item9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None. Item9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SECs rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Under the supervision and with the participation of our management, including our certifying officers, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on the foregoing, our certifying officers concluded that our disclosure controls and procedures were effective as of the end of the quarterly period ended December31, 2025. Managements Report on Internal Controls Over Financial Reporting This Annual Report on Form 10-K does not include a report of managements assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm due to a transition period established by rules of the SEC for newly public companies. Changes in Internal Control over Financial Reporting There were no 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. Item9B. Other Information None . Item9C. Disclosure Regarding Foreign Jurisdicti on s that Prevent Inspections Not applicable. 66 [Table of Contents](#toc) PARTIII Item10. Directors, Executive Officers and Corporate Governance Directors and Executive Officers | | | Name | | Age | | Title | | | Chamath Palihapitiya | | 49 | | Chairman of the Board of Directors | | | Jas Athwal | | 52 | | Director | | | Kevin Conroy | | 65 | | Director | | | Steven Trieu | | 46 | | Chief Executive Officer | | | Jeffrey Vignos | | 35 | | Chief Financial Officer | | Chamath Palihapitiyahas been the Chairman of our board of directors since July 2025. Mr.Palihapitiya is the founder and Managing Partner of Social Capital. Social Capital is a Silicon Valley based technology holding company founded by Mr.Palihapitiya in 2011 with a mission to advance humanity by solving the worlds hardest problems. Social Capital invests across the company lifecycle, from early-stage startups to transformational public companies. The platform is oriented toward long-term ownership and has a strong investment track record and experience in driving dramatic growth. Social Capital focuses on investing in fast-growing companies creating significant disruption in multiple industries including healthcare, space, financial services, artificial intelligence and social media. Alongside his work at Social Capital, Mr.Palihapitiya also founded 8090 in 2024. 8090s goal is to build an AI-enabled software factory designed to produce high-quality, well-maintained enterprise software and replace the trillions of lines of legacy software running inside of companies. Prior to founding Social Capital, Mr.Palihapitiya served as Vice President of User Growth at Facebook and is recognized as having been a major force in its launch and growth. Mr.Palihapitiya was responsible for overseeing Monetization Products and Facebook Platform, both of which were key factors driving the increase in Facebooks user base to more than 750million individuals worldwide. Prior to working for Facebook, Mr.Palihapitiya was a principal at the Mayfield Fund, one of the United States oldest venture firms, before which he headed the instant messaging division at AOL. Jas Athwalhas served as a director since the completion of our initial public offering. Mr.Athwal is a seasoned accounting and finance operations executive, most recently serving as Vice President and Chief Accounting Officer at Facebook. He has partnered with various executive team members, cross-functional organizations and internal and external customers to build effective and scalable global accounting and finance operations. Mr.Athwal joined Facebook in January 2008. Mr.Athwal helped scale the finance function to support operations that grew from under $100million in revenue to in excess of $25billion in revenue, from 300 employees to over 25,000 employees and from two domestic offices to having a global footprint with active offices in over 30 countries. During his tenure, Facebook also successfully executed one of the largest and most high-profile IPOs in history. In his initial role at Facebook, he was charged with building all operational aspects of the order-to-cash function, from partnering with the product and sales teams all the way through to invoicing and cash collection. Mr.Athwal also had the responsibility to build the international finance function to support global operations during this time. In 2013, Mr.Athwal was appointed Chief Accounting Officer, giving him full accountability for all aspects of accounting and finance operations. Mr.Athwal departed Facebook in 2017 after which has held executive advisory roles at a number of pre-IPO companies. Prior to joining Facebook, Mr.Athwal was at Yahoo! between 2001 and 2007, most recently as their Revenue Controller, with responsibility for global revenue operations and accounting. Mr.Athwal started his professional career at Grant Thornton LLP in their San Jose office and is a licensed (Inactive) CPA in California. Mr.Athwal holds a B.S. in Business Administration with an Accounting concentration from San Jose State University. 67 [Table of Contents](#toc) Kevin Conroyhas served as a director since the completion of our initial public offering. Mr.Conroy is an award-winning media and technology innovator, board member, advisor, entrepreneur and investor, with an extensive background driving meaningful transformation at the intersection of content, media and technology. He has held a range of global, operational, strategic, entrepreneurial and intrapreneurial roles for major media and entertainment corporations including CBS, Fox, Bertelsmann, AOL, Univision and MGM Studios, managing P&Ls in excess of a billion dollars. He has been selected to AdAges Marketing 100, honored at Broadcasting& Cables Annual Technology Leadership Awards, recognized by Broadcasting& Cable as a Digital All-Star and on CableFAXs Digital Hot List, lauded as one of Digital Media Wires 25 Executives to Watch, awarded membership in the CDO Club Hall of Fame, and included in Washington Lifes Tech Hall of Fame. Currently, Mr.Conroy is the CEO of ConroyCo Ventures. He also serves on the board of BDG Media Inc. Formerly, he served on the board of directors of Mattress Firm, Debenhams, Sothebys, and Newell Brands, and as an advisor to Madison Dearborn Partners, focusing on technology, media, and telecom (TMT). Previously, Mr.Conroy held the position of President, Digital and New Platforms at MGM Studios, overseeing all initiatives for new and emerging platforms for the company. Prior to MGM Studios, he served as Univisions Chief Strategy and Data Officer, where he led efforts to identify priority growth initiatives and developed Univisions data strategy. He also developed and led Univisions overall digital and mobile platforms, product and programming strategies and execution. Before Univision, he served as Executive Vice President for AOLs global products and marketing group, Chief Operating Officer for AOL Broadband, and Senior Vice President, General Manager for AOL Entertainment and AOL Music. Previously, he was Chief Global Marketing Officer and President, New Technology for BMG Entertainment, and Vice President, Marketing for CBS/FOX Video. He began his career at Leonard Monahan, Inc. Steven Trieuhas been our Chief Executive Officer since July2025. Mr.Trieu is the Group Chief Financial Officer for Social Capital and currently serves as a Member of Groqs board of directors. He initially joined Social Capital in 2017. Prior to joining Social Capital, Mr. Trieu has held several senior positions at various Silicon Valley companies. From 2011 to 2016, he served as the VP of Finance at Quora, where he led general and administrative matters including finance, legal, facilities and IT. Previously, he served as Director of Finance and Business Operations at Facebook, where he served as the primary finance conduit to sales, marketing, project and engineering teams and supported revenue growth of approximately 5,000%. Before joining Facebook, Mr.Trieu served as Senior Manager of Business Operations Marketplace at Yahoo!. He began his career in investment banking at Bank of America. Mr. Trieu holds a B.B.A. in Finance and Economics from the University of Massachusetts Amherst. Jeffrey Vignoshas been our Chief Financial Officer since July 2025. Mr. Vignos is the Controller for Social Capital and manages Mr.Palihapitiyas family office. He initially joined Social Capital in 2022. Prior to joining Social Capital, Mr. Vignos spent more than eight years as part of PwCs private audit practice, including four years as part of the management team. His clients spanned a wide range of industries including sports, agribusiness, manufacturing, healthcare, professional services, technology and wine. Mr. Vignos holds a B.A. in Economics/Accounting from Claremont McKenna College. He is a certified public accountant. Number, Terms of Office and Election of Officers and Directors Our board of directors consists of three 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 firstannual general meeting) serving a three-year term. Prior to the closing of our initial business combination, only holders of our ClassB ordinary shares will be entitled to vote on the appointment and removal of directors or continuing the company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend our constitutional documents or to adopt new constitutional documents as a result of our approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). Holders of our public shares will not be entitled to vote on such matters during such time. These provisions of our amended and restated memorandum and articles of association relating to these rights of holders of ClassB ordinary shares may be amended by a special resolution passed by the affirmative vote of the holders of at least 90% (or, where such amendment is proposed in respect of the consummation of our initial business combination,two-thirds)of our ordinary shares who, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company. In accordance with NYSE 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 NYSE. The term of office of the first class of directors, which consists of Jas Athwal, will expire at our first annual general meeting. The term of office of the second class of directors, which consists of Kevin Conroy, will expire at the second annual general meeting. The term of office of the third class of directors, which consists of Mr.Palihapitiya, 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 So long as we maintain a listing for our securities on NYSE, a majority of our board of directors generally must be independent, subject to certain limited exceptions set forth under the rulesof NYSE. An independent director is defined generally as a person who, in the opinion of the companys board of directors, has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company). We have two independent directors as defined in the NYSE rulesand applicable SEC rules. Our board of directors has determined that each of Jas Athwal and Kevin Conroy is an independent director as defined in the NYSE listing standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present. 68 [Table of Contents](#toc) Committees of the Board of Directors Our board of directors has three standing committees: an audit committee, a compensation committee and a nominating and corporate governance committee. Our audit committee is 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. Audit Committee Jas Athwal and Kevin Conroy serve as members of our audit committee, and Jas Athwal serves as chair of the audit committee. Under the NYSE listing standards and applicable SEC rules, we are required to have three members of the audit committee, all of whom must be independent, subject to a phase-in provision of one year from the effective date of the registration statement for our initial public offering. Each member of the audit committee is financially literate and our board of directors has determined that Jas Athwal qualifies as an audit committee financial expert as defined in applicable SEC rulesand has accounting or related financial management expertise. We have adopted an audit committee charter, which details the principal functions of the audit committee, including: | | | | assisting board oversight of (1)the integrity of our financial statements, (2)our compliance with legal and regulatory requirements, (3)our independent registered public accounting firms qualifications and independence and (4)the performance of our internal audit function and independent registered public accounting firm; | | | | | | the appointment, compensation, retention, replacement and oversight of the work of the independent 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; reviewing and discussing with the independent registered public accounting firm all relationships the independent registered public accounting firm has with us in order to evaluate their continued independence; | | | | | | monitoring audit partner rotation in compliance with applicable laws and regulations; obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (1)the independent registered public accounting firms internal quality-control procedures and (2)any material issues raised by the most recent internal quality-control review, or peer review, of the independent registered public accounting firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding 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 auditor, including reviewing our specific disclosures under Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations; | | | | | | establishing policies and procedures to review and approve or disapprove any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC; and | | | | | | reviewing with management, the independent registered public accounting firm and our legal advisors, as appropriate, any legal and regulatory matters, including any matters that may have a material impact on our financial statements and any matters involving potential or ongoing material violations of law or breaches of fiduciary duty by the company or any of its directors, officers, employees or agents or breaches of fiduciary duty to the company. | | 69 [Table of Contents](#toc) Compensation Committee Jas Athwal and Kevin Conroy serve as members of our compensation committee. Kevin Conroy serves as chair of the compensation committee. Under the NYSE listing standards, all the directors on the compensation committee must be independent. We have adopted a compensation committee charter, which details the principal functions of the compensation committee, including: | | | | reviewing and approving on an annual basis the goals and objectives of our executive compensation plan, evaluating our chief executive officers performance in light of such goals and objectives and determining and approving the compensation (if any) of our chief executive officer based on such evaluation; | | | | | | reviewing and making recommendations to our board of directors with respect to the compensation, including any incentive compensation and equity-based plans that are subject to board approval, if any, of all of our other officers; | | | | | | reviewing our executive compensation policies and plans; | | | | | | assisting management in complying with our proxy statement and annual report disclosure requirements; | | | | | | reviewing all perquisites or other personal benefits for our executive officers and directors, if any; | | | | | | 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 NYSE and the SEC. Nominating and Corporate Governance Committee The members of our nominating and corporate governance are Jas Athwal and Kevin Conroy. Kevin Conroy serves as chair of the nominating and corporate governance committee. Under the NYSE listing standards, all the directors on the nominating and corporate governance committee must be independent. We have adopted a nominating and corporate governance committee charter, which details the purpose and responsibilities of the nominating and corporate governance committee, including: | | | | identifying, screening and reviewing individuals qualified to serve as directors, consistent with criteria approved by the board of directors, and recommending to the board of directors candidates for nomination for election at the annual meeting of shareholders or to fill vacancies on the board of directors; | | | | | | developing and recommending to the board of directors and overseeing implementation of our corporate governance guidelines; | | | | | | coordinating and overseeing the annual self-evaluation of the board of directors, its committees, individual directors and management in the governance of the company; and | | 70 [Table of Contents](#toc) | | | | reviewing on a regular basis our overall corporate governance and recommending improvements as and when necessary. | | The charter also provides that the nominating and corporate governance committee may, in its sole discretion, retain or obtain the advice of, and terminate, any search firm to be used to identify director candidates, and will be directly responsible for approving the search firms fees and other retention terms. 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, the board of directors considers professional experience, knowledge of our business, education, 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, or in the past year has served, as a member of the compensation committee of any entity that has one or more executive officers serving on our board of directors. Section16(a)Beneficial Ownership Reporting Compliance Section16(a)of the Exchange Act requires our officers, directors and persons who beneficially own more than tenpercent of our ordinary shares to file reports of ownership and changes in ownership with the SEC. These reporting persons are also required to furnish us with copies of all Section16(a)forms they file. Based solely upon a review of Forms 3 and Forms 4 furnished to the company during the most recent fiscal year, we believe that all such forms required to be filed pursuant to Section16(a) of the Exchange Act were timely filed by the officers, directors, and security holders required to file the same during the fiscal year ended December31, 2025. Code of Ethics We have adopted a Code of Ethics applicable to our directors, officers and employees. We have filed a copy of our Code of Ethics as an exhibit to the prospectus of our initial public offering. You will be able to review this document by accessing our public filings at the SECs web site 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 NYSE rules, we will disclose the nature of such amendment or waiver. Insider Trading Policy We have adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions of our securities by directors, officers and employees that are reasonably designed to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to us. The foregoing description of the Insider Trading Policy does not purport to be complete and is qualified in its entirety by the terms and conditions of the Insider Trading Policy, a copy of which has been filed as Exhibit 19 to this Annual Report. Conflicts of Interest All of our executive officers and certain of our directors have or may have fiduciary, contractual and other duties and obligations to one or more other entities pursuant to which such officer or director may be required to present a business combination opportunity to such entities. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity that 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. However, we do not expect these duties to present a significant conflict of interest with our search for an initial business combination. 71 [Table of Contents](#toc) Under Cayman Islands law, directors and officers owe the following fiduciary duties: | | | | 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; | | | | | | duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose; | | | | | | duty to not improperly fetter the exercise of future discretion; | | | | | | duty to exercise authority for the purpose for which it is conferred and a duty to exercise powers fairly as between different sections of shareholders; | | | | | | duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and | | | | | | duty to exercise independent judgment. | | In addition to the above, directors also owe a duty of care which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and the general knowledge, skill and experience of that director. As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position at the expense of the company. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors. This can be done by way of permission granted in the memorandum and articles of association or alternatively by shareholder approval at general meetings. Each of our officers and directors presently has, and any of them in the future may have additional fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director may be required to present a business combination opportunity to such entities. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity that is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity, subject to their fiduciary duties under Cayman Islands law. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by law: (a)no individual serving as a director or an officer, among other persons, shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (b)we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter, which (i)may be a corporate opportunity for any director or officer, on the one hand, and us, on the other or (ii)the presentation of which would breach an existing legal obligation of a director or officer to any other entity. 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. 72 [Table of Contents](#toc) 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 | | | Chamath Palihapitiya | | Social Capital(1) | | Investment Firm | | FounderandChiefExecutiveOfficer | | | | Mast Reforestation | | Forestry | | Director | | | | Hustle | | Technology | | Director | | | | LotusFlare | | Technology | | Director | | | | Saildrone | | Maritime Company | | Director | | | | Mitra Chem | | Battery Manufacturer | | Director | | | | Early is Good, Inc. | | Healthcare Technology | | Director | | | | Palmetto | | Energy | | Director | | | | Beast Industries Co. | | Media Company | | Director | | | | Harvesting Farmer Network | | Agriculture | | Director | | | | Icebox Energy | | Data Center Cooling | | Director | | | | Forge (4RG) | | Advisory Firm | | Director | | | Kevin Conroy | | ConroyCo Ventures | | Media | | Chief Executive Officer | | | | Krafty Entertainment | | Production | | Director | | | | BDG Media Inc. | | Media | | Board Observer | | | Steven Trieu | | Social Capital(1) | | Investment Firm | | Group Chief Financial Officer | | | | Groq | | AI Company | | Director | | | Jeff Vignos | | Social Capital(1) | | Investment Firm | | Controller | | | (1) | Includes Social Capital Group LLC and certain of its funds and other affiliates including affiliated portfolio companies. | | In addition, our sponsor and our officers and directors may sponsor or form other SPACs similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. As a result, our sponsor, officers and directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other SPAC or venture with which they may become involved. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination target. Potential investors should also be aware of the following other potential conflicts of interest: | | | | Our officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our officers are not obligated to contribute any specific number of hours per week to our affairs. | | | | | | Our initial shareholders purchased founder shares and private placement shares in a transaction that closed simultaneously with the closing of our initial public offering. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares, private placement shares and public shares in connection with the completion of our initial business combination. Additionally, our sponsor, officers and directors have agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares and private placement shares 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. If we do not complete our initial business combination within the completion window, the private placement shares will expire worthless. Furthermore, our sponsor, officers and directors have agreed not to transfer, assign or sell any of their founder shares and any ClassA ordinary shares issuable upon conversion thereof until the earlier to occur of (i)one year after the completion of our initial business combination or (ii)the date following the completion of our initial business combination on which a change of control occurs, except to certain permitted transferees and under certain circumstances. Notwithstanding the foregoing, if the closing price of our ClassA ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the completion of our initial business combination, the founder shares will be released from the lock-up. The private placement shares generally will not be transferable until 30 days following the completion of our initial business combination. Because each of our officers and directors own ordinary shares directly or indirectly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. | | 73 [Table of Contents](#toc) | | | | Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. | | | | | | The personal and financial interests of our directors and executive officers may influence their timing in identifying, pursuing or completing an initial business combination. The different timelines of competing business combinations could cause our directors and executive officers to prioritize one business combination over another that may be a more suitable acquisition target. Consequently, our directors and executive 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. | | | | | | Our sponsor has invested in us an aggregate of $1,775,000, comprised of the $25,000 purchase price for the founder shares and the $1,750,000 purchase price for the private placement shares. The founder shares will only automatically convert into ClassA ordinary shares on or prior to the tenth anniversary of our initial business combination, upon the earlier of (i)our meeting certain share price performance thresholds following the completion of our initial business combination, and (ii)subsequent to the completion of our initial business combination, the date on which a change of control occurs, in each case of clause (i)or clause (ii), on a one-for-one basis, subject to adjustment, as described herein. Although we seek to mitigate this risk through the stock price thresholds applicable to the conversion of the founder shares, if all of the founder shares convert into ClassA ordinary shares following the initial business combination, and thereafter the trading price of our ordinary shares were to fall as low as $0.17 per share, and disregarding the value of the private placement shares, the value of the founder shares would be greater than our sponsors aggregate initial investment in us. In such a scenario, our sponsor, independent directors and officers who own interests in our sponsor would still make a profit on their investment in us at a time when our public shares have lost significant value. Accordingly, members of our management team may be more willing to pursue a business combination with a riskier or less-established target business than would be the case if our sponsor and independent directors had paid the same per share price for the founder shares as our public shareholders paid for their public shares. | | | | | | 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. | | | | | | If we agree to pay our sponsor, officers or directors, or our or their affiliates, a finders fee, advisory fee, consulting fee or success fee for any services they render in order to effectuate the completion of our initial business combination, such persons may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as any such fee may not be paid unless we consummate such business combination. | | We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors, 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. In the event we seek to complete our initial business combination with a company that is affiliated (as defined in our amended and restated memorandum and articles of association) with our sponsor, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions, stating that the consideration to be paid by us in such an initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context. 74 [Table of Contents](#toc) 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 any founder shares, private placement shares and ClassA ordinary shares held by them in favor of our initial business combination (except that any public shares such parties may purchase in compliance with the requirements ofRule14e-5under the ExchangeAct would not be voted in favor of approving the business combination transaction). Limitation on Liability and Indemnification of Officers and Directors Cayman Islands law does not limit the extent to which a companys memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, willful neglect, actual fraud or the consequences of committing a crime. Our amended and restated memorandum and articles of association will provide that our officers and directors will be indemnified by us to the fullest extent permitted by law, as it now exists or may in the future be amended, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect. We have a policy of directors and officers liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors. Our officers and directors have agreed, and any persons who may become officers or directors prior to the initial business combination will agree, to waive any right, title, interest or claim of any kind in or to any monies in the trust account, and to waive any right, title, interest or claim of any kind they may have in the future as a result of, or arising out of, any services provided to us and will not seek recourse against the trust account for any reason whatsoever. Accordingly, any indemnification provided will only be able to be satisfied by us if (i)we have sufficient funds outside of the trust account or (ii)we consummate an initial business combination. Our indemnification obligations may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholders investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions. We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. 75 [Table of Contents](#toc) Item11. Executive Compensation None of our officers or directors has received any cash compensation for services rendered to us. In 2025, our sponsor transferred founder shares to each of our independent directors. Each of Mr.Trieu and Mr.Vignos has an ownership interest in our sponsor, and accordingly, an indirect ownership interest in the founder shares and private placement shares that are owned by our sponsor. See Item. 1 BusinessOverviewOur Sponsor and Our Founder. We are not prohibited from paying any fees (including advisory fees), reimbursements or cash payments to our sponsor, officers or directors, or our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, including the following payments, all of which, if made prior to the completion of our initial business combination, will be paid from net proceeds of our initial public offering and the sale of the private placement shares not held in the trust account: | | | | payment of consulting, success or finder fees to our independent directors, advisors, or their respective affiliates in connection with the consummation of our initial business combination; | | | | | | we may engage our sponsor or an affiliate of our sponsor as an advisor or otherwise in connection with our initial business combination and certain other transactions and pay such person or entity a salary or fee in an amount that constitutes a market standard for comparable transactions; | | | | | | reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; | | | | | | repayment of up to an aggregate of $2,000,000 in loans made to us by our sponsor under the promissory note to cover offering expenses and working capital; | | | | | | repayment of other loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to pay our costs and expenses prior to the closing of our initial business combination. Up to $1,500,000 of such loans may be convertible into private placement shares of the post-business combination entity at a price of $10.00 per share at the option of the lender. Such shares would be identical to the private placement shares. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans; and | | | | | | in the future, we may reimburse an affiliate of our sponsor for accounting, bookkeeping, office space, IT support, research, professional, secretarial and administrative services provided to us in an amount fixed at $10,000 per month. | | Our audit committee reviews on a quarterly basis all payments that were made to our sponsor, directors or officers, or our or their affiliates. It is possible that some or all of our officers and directors may negotiate employment or consulting arrangements with the post-transaction company after our initial business combination. Any such arrangements will be disclosed in the proxy solicitation or tender offer materials, as applicable, furnished to our shareholders in connection with a proposed business combination, to the extent they are known at such time. The existence or terms of any such employment or consulting arrangements may influence our managements motivation in identifying or selecting a target business, but we do not believe that such arrangements will be a determining factor in our decision to proceed with any potential business combination. Compensation Committee Interlocks and Insider Participation None of our officers currently serves, and in the past year has not served, (i)as a member of the compensation committee or board of directors of another entity, one of whose executive officers served on our compensation committee, or (ii)as a member of the compensation committee of another entity, one of whose executive officers served on our board of directors. Item12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The following table sets forth information regarding the beneficial ownership of our ordinary shares available to us as of March30, 2026, with respect to our ordinary shares held by: | | | | each person known by us to be the beneficial owner of more than 5% of our issued and outstanding ordinary shares; | | 76 [Table of Contents](#toc) | | | | 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 ordinary shares beneficially owned by them. | | | | | ClassA ordinary shares | | | ClassB ordinary shares(2) | | | | | | | Name of Beneficial Owners(1) | | Number ofSharesBeneficiallyOwned | | | ApproximatePercentageof Class | | | Number ofSharesBeneficiallyOwned | | | ApproximatePercentageof Class | | | CombinedVotingPower | | | | AEXA Sponsor LLC(2) | | | 175,000 | | | | * | | | | 14,485,714 | | | | 98 | % | | | 29.65 | % | | | SC SPAC Holdings LLC | | | 175,000 | | | | * | | | | 14,485,714 | | | | 98 | % | | | 29.65 | % | | | Chamath Palihapitiya(3) | | | 175,000 | | | | * | | | | 14,485,714 | | | | 98 | % | | | 29.65 | % | | | Steven Trieu | | | | | | | | | | | | | | | | | | | | Jeffrey Vignos | | | | | | | | | | | | | | | | | | | | Jas Athwal | | | | | | | | 150,000 | | | | 1 | % | | | 0.30 | % | | | Kevin Conroy | | | | | | | | 150,000 | | | | 1 | % | | | 0.30 | % | | | All officers and directors as a group | | | 175,000 | | | | * | | | | 14,785,714 | | | | 100 | % | | | 30.25 | | | | * | Less than one percent. | | | (1) | Unless otherwise noted, the business address of each of the following is c/o American Exceptionalism Acquisition Corp. A, 506 Santa Cruz Ave., Suite 300, Menlo Park, CA 94025. | | | (2) | Interests shown consist of founder shares, classified as ClassB ordinary shares, and 175,000 private placement shares. Such shares will only automatically convert into ClassA ordinary shares on or prior to the tenth anniversary of our initial business combination, upon the earlier of (i)our meeting certain share price performance thresholds following the completion of our initial business combination, and (ii)subsequent to the completion of our initial business combination, the date on which a change of control occurs, in each case of clause (i)or clause (ii), on a one-for-one basis, subject to adjustment. | | | (3) | AEXA Sponsor LLC, our sponsor, is the record holder of the ClassB ordinary shares and ClassA ordinary shares (which are the private placement shares) reported herein. Mr.Palihapitiya may be deemed to beneficially own shares held by our sponsor by virtue of his control over our sponsor. Mr.Palihapitiya disclaims beneficial ownership of our ordinary shares held by our sponsor. | | Our initial shareholders beneficially own approximately 30% of the issued and outstanding ordinary shares (excluding the private placement shares). Only holders of ClassB ordinary shares have the right to vote on the appointment and removal of directors or continuing the company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend our constitutional documents or to adopt new constitutional documents as a result of our approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). Holders of our public shares do not have the right to elect any directors to our board of directors prior to our initial business combination. Because of this ownership block, our initial shareholders may be able to effectively influence the outcome of all other matters requiring approval by our shareholders, including the appointment of directors or continuing the company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend our constitutional documents or to adopt new constitutional documents as a result of our approving a transfer by way of continuation in a jurisdiction outside the CaymanIslands), and approval of significant corporate transactions including our initial business combination. Substantially concurrently with the completion of our initial public offering, our sponsor purchased an aggregate of 175,000 private placement shares at a price of $10.00 per share, or $1,750,000 in the aggregate. The private placement shares are identical to the public shares except that so long as they are held by our sponsor or its permitted transferees, (i)the private placement shares may not, subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30days after the completion of our initial business combination (as described further below) and (ii)the private placement shares will be entitled to registration rights. A portion of the purchase price of the private placement shares was added to the proceeds from our initial public offering and are held in the trust account. If we do not complete our initial business combination within the completion window, the private placement shares will expire worthless. 77 [Table of Contents](#toc) AEXA Sponsor LLC, our sponsor and our officers and directors are deemed to be our promoters as such term is defined under the federal securities laws. Transfers of Founder Shares and Private Placement Shares The founder shares, any ClassA ordinary shares issued upon conversion thereof, and the private placement shares are each subject to transfer restrictions pursuant to lock-up provisions in the agreements entered into by our sponsor, directors and officers. Those lock-up provisions provide that such securities are not transferable or saleable: (i)in the case of the founder shares, until the earlier of (A)one year after the completion of our initial business combination or (B)the date following the completion of our initial business combination on which a change of control occurs (but notwithstanding the foregoing, if the closing price of our ClassA ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the completion of our initial business combination, the founder shares will be released from the lock-up); and (ii)in the case of the private placement shares, until 30 days after the completion of our initial business combination, except in each case (a)to our officers, directors, advisors or consultants, any affiliate or family member of any of our officers, directors, advisors or consultants, any members or partners of the sponsor or their affiliates and funds and accounts advised by such members or partners, any affiliates of the sponsor or any employees of such affiliates; (b)in the case of an individual, as a gift to such persons immediate family or to a trust, the beneficiary of which is a member of such persons immediate family, an affiliate of such person or to a charitable organization; (c)in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (d)in the case of an individual, pursuant to a qualified domestic relations order; (e)by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the completion window or in connection with the consummation of a business combination at prices no greater than the price at which the shares were originally purchased; (f)pro rata distributions from our sponsor to its respective members, partners or shareholders pursuant to our sponsors limited liability company agreement or other charter documents; (g)by virtue of the laws of the Cayman Islands or our sponsors limited liability company agreement upon dissolution of our sponsor; (h)inthe event of our liquidation prior to our consummation of our initial business combination; (i)in the event that, subsequent to our consummation of an initial business combination, a change of control occurs; or (j)to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (a)through (g); provided, however, that in the case of clauses(a)through (g)and clause (j)these permitted transferees must enter into a written agreement with the company agreeing to be bound by these transfer restrictions. Registration Rights The holders of the (i)founder shares, which were issued in a private placement prior to the closing of our initial public offering, (ii)private placement shares and (iii)private placement shares that may be issued upon conversion of working capital loans will have registration rights to require us to register a sale of any of our securities held by them and any other securities of the company acquired by them prior to the consummation of our initial business combination pursuant to a registration rights agreement signed on the effective date of our initial public offering. Pursuant to the registration rights agreement, $1,500,000 of working capital loans are converted into 150,000 private placement shares, we will be obligated to register up to 15,110,714 ClassA ordinary shares, which include (i)14,785,714 ClassA ordinary shares to be issued upon conversion of the founder shares, (ii)175,000 private placement shares and (iii)150,000 ClassA ordinary shares issued upon conversion $1,500,000 of working capital loans. The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain piggy-back registration rights with respect to registration statements filed subsequent to our completion of our initial business combination. We will bear the expenses incurred in connection with the filing of any such registration statements. 78 [Table of Contents](#toc) Equity Compensation Plans As of December31, 2025, we had no compensation plans (including individual compensation arrangements) under which equity securities were authorized for issuance. Item13. Certain Relationships and Related Transactions, and Director Independence On July25, 2025, AEXA Sponsor LLC, our sponsor, paid $25,000, or approximately $0.002 per share, to cover certain of our offering costs in exchange for 12,321,429 ClassB ordinary shares (the founder shares). On September23, 2025, our sponsor assigned and transferred an aggregate of 300,000 founder shares (150,000 founder shares each) to the two independent directors of the company in exchange for their services as independent directors through our initial business combination. On September 25, 2025, the company issued an additional 2,464,285 founder shares to the sponsor through share capitalization. As a result, the sponsor holds an aggregate of 14,785,714 founder shares. Substantially concurrently with the completion of our initial public offering, our sponsor purchased an aggregate of 175,000 private placement shares, at a price of $10.00 per share, or $1,750,000 in the aggregate. The private placement shares are identical to the public ClassA ordinary shares sold in the initial public offering except that so long as they are held by our sponsor or its permitted transferees, (a)the private placement shares may not, subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30days after the completion of our initial business combination (as described further below) and (b)the private placement shares will be entitled to registration rights. Pursuant to a letter agreement with our sponsor, we have agreed not to enter into a definitive agreement regarding a business combination without the prior written consent of our sponsor. We currently utilize office space at 506 Santa Cruz Ave., Suite 300, Menlo Park, CA 94025 as our executive offices. We may enter into an agreement to pay an affiliate of the Sponsor a total of up to $10,000 per month for office space and administrative and support services. Prior to or in connection with the completion of our initial business combination, there may be payment by the company to our sponsor, officers or directors, or our or their affiliates, of a finders fee, advisory fee, consulting fee or success fee for any services they render in order to effectuate the completion of our initial business combination, which, if made prior to the completion of our initial business combination, will be paid from net proceeds of the initial public offering and the sale of the private placement shares not held in the trust account. On July23, 2025, our sponsor issued an unsecured promissory note to the company (the promissory note), pursuant to which we may borrow up to an aggregate principal amount of $2,000,000. The loan isnon-interestbearing and unsecured. The promissory note is payable on the earlier of December31, 2027 or the date the company consummates the initial business combination, out of the $500,000 of offering proceeds that has been allocated to the payment of offering expenses, from amounts available for working capital or from the net proceeds of our initial public offering and the sale of the private placement shares not held in the trust account. There is no promissory note outstanding as of December31, 2025. In addition, in order to finance transaction costs in connection with the initial business combination, the sponsor or an affiliate of the sponsor or certain of the companys officers and directors may, but are not obligated to, loan the company funds as may be required (the working capital loans). If the company completes the 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 the working capital held outside the trust account to repay the working capital loans but no proceeds from the trust account would be used to repay the working capital loans. Up to $1,500,000 of such working capital loans may be convertible into private placement shares of the post-business combination entity at a price of $10.00 per share, at the option of the lender. There are no working capital loans outstanding as of December31, 2025. After our initial business combination, members of our management team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to our shareholders, to the extent then known, in the proxy solicitation or tender offer materials, as applicable, furnished to our shareholders. It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a general meeting held to consider our initial business combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and director compensation. 79 [Table of Contents](#toc) We have entered into a registration rights agreement with respect to the founder shares and private placement shares, which is described under the heading Item12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersRegistration Rights. Policy for Approval of Related Party Transactions The audit committee of our board of directors has adopted a policy setting forth the policies and procedures for its review and approval or ratification of related party transactions. A related party transaction is any consummated or proposed transaction or series of transactions: (a)in which the company was or is to be a participant; (b)the amount of which exceeds (or is reasonably expected to exceed) the lesser of $120,000 or 1% of the average of the companys total assets atyear-endfor the prior two completed fiscalyears in the aggregate over the duration of the transaction (without regard to profit or loss); and (c)in which a related party had, has or will have a direct or indirect material interest. Related parties under this policy will include: (a)our directors, nominees for director or officers or any person who has served in such roles since the beginning of the most recent fiscal year, even if he or she does not currently serve in that role; (b)any record or beneficial owner of more than 5% of any class of our voting securities; (c)any immediate family member of any of the foregoing if the foregoing person is a natural person; and (d)any other person who maybe a related person pursuant to Item404 ofRegulationS-Kunder the ExchangeAct. Pursuant to the policy, the audit committee will consider (a)the relevant facts and circumstances of each related party transaction, including if the transaction is on terms comparable to those that could be obtained inarms-lengthdealings with an unrelated third party, (b)the extent of the related partys interest in the transaction, (c)whether the transaction contravenes our code of ethics or other policies, (d)whether the audit committee believes the relationship underlying the transaction to be in the best interests of the company and its shareholders and (e)if the related party is a director or an immediate family member of a director, the effect that the transaction may have on a directors status as an independent member of the board and on his or her eligibility to serve on the boards committees. Management will present to the audit committee each proposed related party transaction, including all relevant facts and circumstances relating thereto. Under the policy, we may consummate related party transactions only if our audit committee approves or ratifies the transaction in accordance with the guidelines set forth in the policy. The policy will not permit any director or officer to participate in the discussion of, or decision concerning, a related person transaction in which he or she is the related party. For a discussion of fees (including advisory fees), reimbursements or cash payments to our sponsor, officers or directors, or our or their affiliates that we are not prohibited from paying, see Item 11. Executive Compensation. Director Independence So long as we maintain a listing for our securities on NYSE, a majority of our board of directors generally must be independent, subject to certain limited exceptions set forth under the rulesof NYSE. An independent director is defined generally as a person who, in the opinion of the companys board of directors, has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company). We have two independent directors as defined in the NYSE rules and applicable SEC rules. Our board of directors has determined that Jas Athwal and Kevin Conroy are independent directors as defined in NYSE listing standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present. Item14. 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 Withum for services rendered. Audit Fees. Audit fees consist of fees for professional services rendered for the audit of our year-end financial statements and services that are normally provided by Withum in connection with regulatory filings. The aggregate fees of Withum for professional services rendered for the audit of our annual financial statements, review of the financial information included in our Forms 10-Q for the respective periods and other required filings with the SEC for the period from July11, 2025 (inception) through December31, 2025 totaled approximately $82,160. The above amounts include interim procedures and audit fees, as well as attendance at audit committee meetings. 80 [Table of Contents](#toc) 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 financial statements and are not reported under Audit Fees. These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. We did not pay Withum for any audit-related fees for the period from July11, 2025 (inception) through December31, 2025. Tax Fees. Tax fees consist of fees billed for professional services relating to tax compliance, tax planning and tax advice. We did not pay Withum for tax services, planning or advice for the period from July11, 2025 (inception) through December31, 2025. All Other Fees. All other fees consist of fees billed for all other services. We did not pay Withum for any other services for the period from July11, 2025 (inception) through December31, 2025. Pre-Approval Policy Our audit committee was formed upon the consummation of our initial public offering. As a result, our 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 performed and 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 that are approved by the audit committee prior to the completion of the audit). 81 [Table of Contents](#toc) PARTIV Item15. Exhibits, Financial Statement Schedules (a) The following documents are filed as part of this Form 10-K: (1) Financial Statements: | | | | | Page | | | | Report of Independent Registered Public Accounting Firm | | | F-2 | | | | Balance Sheet as of December31, 2025 | | | F-3 | | | | Statement of Operations for the Period from July11, 2025 (Inception) Through December31, 2025 | | | F-4 | | | | Statement of Changes in Shareholders Deficit for the Period from July11, 2025 (Inception) Through December31, 2025 | | | F-5 | | | | Statement of Cash Flows for the Period from July11, 2025 (Inception) Through December31, 2025 | | | F-6 | | | | Notes to Financial Statements | | | F-7toF-18 | | | (2) Financial Statement Schedules: All financial statement schedules are omitted because they are not applicable or the amounts are immaterial and not required, or the required information is presented in the financial statements and notes thereto beginning on page F-1 of this Annual Report. (3) Exhibits: We hereby file as part of this Annual Report the exhibits listed in the attached ExhibitIndex. Exhibits which are incorporated herein by reference can be inspected and copied at the public reference facilities maintained by the SEC, 100 F Street, N.E., Room1580, Washington, D.C. 20549. Copies of such material can also be obtained from the Public Reference Sectionof the SEC, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates or on the SEC website at www.sec.gov. | | | ExhibitNo. | | Description | | | | | 1.1 | | Underwriting Agreement, dated as of September25, 2025, between the Company and Santander US Capital Markets LLC (incorporated herein by reference to Exhibit1.1 of the Companys Current Report on Form8-K filed with the SEC on September29, 2025) | | | | | 3.1 | | Amended and Restated Memorandum and Articles of Association (incorporated herein by reference to Exhibit3.1 of the Companys Current Report on Form8-K filed with the SEC on September29, 2025) | | | | | 4.1* | | American Exceptionalism Corp. A Description of Securities. | | | | | 10.1 | | Letter Agreement, dated as of September25, 2025, among the company, our sponsor andthe companys officers and directors(incorporated herein by reference to Exhibit10.1 of the companys Current Report on Form8-K filed with the SEC on September29, 2025) | | | | | 10.2 | | Investment Management Trust Agreement, dated as of September25, 2025, between the company and Continental Stock Transfer& Trust company, as trustee (incorporated herein by reference to Exhibit10.2 of the companys Current Report on Form8-K filed with the SEC on September29, 2025). | | 82 [Table of Contents](#toc) | | | ExhibitNo. | | Description | | | | | 10.3 | | Registration Rights Agreement, dated as of September25, 2025, between the company, our sponsor and certain other security holders named therein (incorporated herein by reference to Exhibit10.3 of the companys Current Report on Form8-K filed with the SEC on September29, 2025). | | | | | 10.4 | | Private Placement Shares Purchase Agreement, dated September25, 2025, among the company and our sponsor(incorporated herein by reference to Exhibit10.4 of the companys Current Report on Form8-K filed with the SEC on September29, 2025). | | | | | 10.5 | | Form of Indemnity Agreement (incorporated herein by reference to Exhibit10.5 of the companys Current Report on Form8-K filed with the SEC on September29, 2025). | | | | | 10.6 | | Securities Subscription Agreement between the Registrant and AEXA Sponsor LLC (incorporated herein by reference to Exhibit 10.7 to American Exceptionalism Corp. As Registration Statement on Form S-1 (File No.333-289701), filed with the SEC on September15, 2025). | | | | | 10.7 | | Promissory Note issued to AEXA Sponsor LLC (incorporated herein by reference to Exhibit 10.6 to American Exceptionalism Corp. As Registration Statement on Form S-1 (File No.333-289701), filed with the SEC on September15, 2025). | | | | | 10.8 | | Form of Administrative Services Agreement between the Registrant and an Affiliate of the Registrant (incorporated herein by reference to Exhibit 10.8 to American Exceptionalism Corp. As Registration Statement on Form S-1 (File No.333-289701), filed with the SEC on September15, 2025). | | | | | 10.9 | | Form of Private Placement Shares Purchase Agreement between the Registrant and AEXA Sponsor LLC (incorporated herein by reference to Exhibit 10.4 to American Exceptionalism Corp. As Registration Statement on Form S-1 (File No.333-289701), filed with the SEC on September15, 2025). | | | | | 14.1 | | Form of Code of Ethics (incorporated by reference to Exhibit 14.1 to American Exceptionalism Corp. As Registration Statement on Form S-1 (File No.333-289701), filed with the SEC on September15, 2025). | | | | | 19* | | Policy on Insider Trading. | | | | | 31.1* | | Certification of the Registrants Chief Executive Officer (Principal Executive Officer) Pursuant to Rules13a-14(a)or 15d-14(a)under the Securities Exchange Act of 1934, as Adopted Pursuant to Section302 of the Sarbanes-Oxley Act of 2002. | | | | | 31.2* | | Certification of the Registrants Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to Rules13a-14(a)or 15d-14(a)under the Securities Exchange Act of 1934, as Adopted Pursuant to Section302 of the Sarbanes-Oxley Act of 2002. | | | | | 32.1** | | Certification of the Registrants Chief Executive Officer (Principal Executive Officer) Pursuant to 18 U.S.C. Section1350, as Adopted Pursuant to Section906 of the Sarbanes-Oxley Act of 2002. | | | | | 32.2** | | Certification of the Registrants Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to 18 U.S.C. Section1350, as Adopted Pursuant to Section906 of the Sarbanes-Oxley Act of 2002. | | | | | 97.1* | | Compensation Recovery Policy | | 83 [Table of Contents](#toc) | | | Exhibit No. | | Description | | | | | 101.INS | | Inline XBRL Instance Documentthe instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL 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 (embedded within the Inline XBRL document) | | | * | Filed herewith. | | | ** | Furnished herewith. | | Item16. Form10-K Summary Not applicable. 84 [Table of Contents](#toc) SIGNATURES Pursuant to the requirements of Section13 or 15(d)of the Securities Act of 1934, as amended, the registrant has duly caused this Annual Report on Form10-K to be signed on its behalf by the undersigned, thereunto duly authorized, on March30, 2026. | | | American Exceptionalism Acquisition Corp. A | | | | | By: | | /s/ Jeffrey Vignos | | | | Name: Jeffrey Vignos | | | | Title: Chief Financial Officer | | Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report on Form10-K has been signed by the following persons in the capacity and on the dates indicated. | | | Name | | Position | | Date | | | | | /s/ Chamath Palihapitiya Chamath Palihapitiya | | Chairman of the Board of Directors | | March 30, 2026 | | | | | /s/ Steven Trieu Steven Trieu | | Chief Executive Officer (Principal Executive Officer) | | March 30, 2026 | | | | | /s/ Jeffrey Vignos Jeffrey Vignos | | Chief Financial Officer (Principal Financial and Accounting Officer) | | March 30, 2026 | | | | | /s/ Jas Athwal Jas Athwal | | Director | | March 30, 2026 | | | | | /s/ Kevin Conroy Kevin Conroy | | Director | | March 30, 2026 | | 85 [Table of Contents](#toc) AMERICAN E XCE PTIONA LISM ACQ UISITI ON CORP. A INDEX TO FINANCIAL STATEMENTS | | | Report of Independent Registered Public Accounting Firm (PCAOB ID Number 100) | | | F-2 | | | | Financial Statements: | | | | Balance Sheet as of December31, 2025 | | | F-3 | | | | Statement of Operations for the Period from July11, 2025 (Inception) Through December31, 2025 | | | F-4 | | | | Statement of Changes in Shareholders Deficit for the Period from July11, 2025 (Inception) Through December31, 2025 | | | F-5 | | | | Statement of Cash Flows for the Period from July11, 2025 (Inception) Through December31, 2025 | | | F-6 | | | | Notes to Financial Statements | | | F-7toF-18 | | | [Table of Contents](#toc) Report of Independent Registered Public Accounting Firm Board of Directors and Shareholders American Exceptionalism Acquisition Corp. A Opinion on the Financial Statements We have audited the accompanying balance sheet of American Exceptionalism A cquisi tion Corp. A (the Company) as of December31, 2025, and the related statements of operations, changes in shareholders deficit, and cash flows for the period from July11, 2025 (inception) through December31, 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 American Exceptionalism Acquisition Corp. A as of December31, 2025, and the results of its operations and its cash flows for the period from July11, 2025 (inception) through December31, 2025, in conformity with accounting principles generally accepted in the United States of America. Emphasis of Matter Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1, Liquidity and Going Concern, the Company may need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties to meet the Companys working capital needs. The liquidity condition raises substantial doubt about the Companys ability to continue as a going concern. Managements plans regarding these matters are also described in Note 1. Our opinion is not modified with respect to this matter. Basis for Opinion These financial statements are the responsibility of the companys management. Our responsibility is to express an opinion on these 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 American Exceptionalism Acquisition Corp. A in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. American Exceptionalism Acquisition Corp. A 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 statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. /s/WithumSmith+Brown, PC We have served as the Companys auditor since 2025. New York, New York March30, 2026 PCAOB ID Number 100 F-2 [Table of Contents](#toc) AMERICAN EXCEPTIONALISM ACQUISITION CORP. A BALANCE SHEET DECEM BE R31, 20 25 | | | Assets: | | | | Current assets | | | | Cash | | $ | 515,931 | | | | Due from Sponsor | | | 8,304 | | | | Prepaid expenses | | | 212,058 | | | | | | | | | | Total current assets | | | 736,293 | | | | Long Term prepaid insurance | | | 146,136 | | | | Marketable securities held in Trust Account | | | 348,366,162 | | | | | | | | | | Total Assets | | $ | 349,248,591 | | | | | | | | | | Liabilities, ClassA Ordinary Shares Subject to Possible Redemption, and Shareholders Deficit | | | | Current liabilities | | | | Accrued expenses | | $ | 16,168 | | | | Accrued offering costs | | | 85,000 | | | | | | | | | | Total current liabilities | | | 101,168 | | | | Advisory Fee Payable | | | 10,350,000 | | | | Deferred underwriting fee payable | | | 10,350,000 | | | | | | | | | | Total Liabilities | | | 20,801,168 | | | | | | | | | | Commitments and Contingencies | | | | ClassA ordinary shares subject to possible redemption, $0.0001 par value; 34,500,000 shares at redemption value of approximately $10.10 per share at December31, 2025 | | | 348,366,162 | | | | Shareholders Deficit | | | | Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding at December31, 2025 | | | | | | | ClassA ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 175,000 shares issued and outstanding at December31, 2025 (excluding 34,500,000 shares subject to possible redemption) | | | 18 | | | | ClassB ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 14,785,714 shares issued and outstanding at December31, 2025(1)(2) | | | 1,478 | | | | Additional paid-in capital | | | | | | | Accumulated deficit | | | (19,920,235 | ) | | | | | | | | | Total Shareholders Deficit | | | (19,918,739 | ) | | | | | | | | | Total Liabilities, ClassA Ordinary Shares Subject to Possible Redemption, and Shareholders Deficit | | $ | 349,248,591 | | | | | | | | | | (1) | On September25, 2025, the Company issued an additional 2,464,285 founder shares to the Sponsor through share capitalization. As a result, the Sponsor holds an aggregate of 14,785,714 founder shares. All share and per share amounts have been retroactively presented (see Note 5). | | | (2) | Includes 1,928,571 ClassB ordinary shares that were subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. Subsequently, on September29, 2025, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering. As such, the 1,928,571 founder shares are no longer subject to forfeiture (see Note 5). | | The accompanying notes are an integral part of the financial statements. F-3 [Table of Contents](#toc) AMERICAN EXCEPTIONALISM ACQUISITION CORP. A STATEMENT OF OPERATIONS FOR THE PERIOD FROM JULY11, 2025 (INCEPTION) THROUGH DECEM B ER31, 2025 | | | | | For the Period from July11, 2025 (Inception) Through December31, 2025 | | | | Advisory fee expense | | $ | 10,350,000 | | | | General and administrative expenses | | | 213,417 | | | | | | | | | | Loss from operations | | | (10,563,417 | ) | | | | | | | | | Other income: | | | | Interest earned on marketable securities held in Trust Account | | | 3,366,162 | | | | | | | | | | Total Other income | | | 3,366,162 | | | | | | | | | | Net loss | | $ | (7,197,255 | ) | | | | | | | | | WeightedaveragesharesoutstandingofClassAordinaryshares,basicanddiluted | | | 18,640,318 | | | | | | | | | | Basic and diluted net loss per ordinary share, ClassA ordinary shares | | $ | (0.22 | ) | | | | | | | | | WeightedaveragesharesoutstandingofClassBordinaryshares,basicanddiluted(1)(2) | | | 13,893,889 | | | | | | | | | | Basic and diluted net loss per ordinary share, ClassB ordinary shares | | $ | (0.22 | ) | | | | | | | | | (1) | On September 25, 2025, the Company issued an additional 2,464,285 founder shares to the Sponsor through share capitalization. As a result, the Sponsor holds an aggregate of 14,785,714 founder shares. All share and per share amounts have been retroactively presented (see Note 5). | | | (2) | Includes 1,928,571 ClassB ordinary shares that were subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. Subsequently, on September29, 2025, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering. As such, the 1,928,571 founder shares are no longer subject to forfeiture (see Note 5). | | The accompanying notes are an integral part of the financial statements. F-4 [Table of Contents](#toc) AMERICAN EXCEPTIONALISM ACQUISITION CORP. A STATEMENT OF CHANGES IN SHAREHOLDERS DEFICIT FOR THE PERIOD FROM JULY11, 2025 (INC EP TION) THROUGH DE CEMBER31, 2025 | | | | | ClassA Ordinary Shares | | | ClassB Ordinary Shares | | | Additional Paid-in Capital | | | Accumulated Deficit | | | Total Shareholders Deficit | | | | | | Shares | | | Amount | | | Shares(1)(2) | | | Amount | | | | | | | | | | | | | Balance July11, 2025 (Inception) | | | | | | $ | | | | | | | | $ | | | | $ | | | | $ | | | | $ | | | | | Issuance of ClassB ordinary shares to Sponsor | | | | | | | | | | | 14,785,714 | | | | 1,478 | | | | 23,522 | | | | | | | | 25,000 | | | | Accretion for ClassA ordinary shares to redemption amount | | | | | | | | | | | | | | | | | | | (1,770,828 | ) | | | (12,722,980 | ) | | | (14,493,808 | ) | | | Sale of 175,000 Private Placement Shares | | | 175,000 | | | | 18 | | | | | | | | | | | | 1,749,982 | | | | | | | | 1,750,000 | | | | Allocated value of transaction costs to Private Placement Shares | | | | | | | | | | | | | | | | | | | (2,676 | ) | | | | | | | (2,676 | ) | | | Net loss | | | | | | | | | | | | | | | | | | | | | | | (7,197,255 | ) | | | (7,197,255 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Balance December31, 2025 | | | 175,000 | | | $ | 18 | | | | 14,785,714 | | | $ | 1,478 | | | $ | | | | $ | (19,920,235 | ) | | $ | (19,918,739 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (1) | On September25, 2025, the Company issued an additional 2,464,285 founder shares to the Sponsor through share capitalization. As a result, the Sponsor holds an aggregate of 14,785,714 founder shares. All share and per share amounts have been retroactively presented (see Note 5). | | | (2) | Includes 1,928,571 ClassB ordinary shares that were subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. Subsequently, on September29, 2025, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering. As such, the 1,928,571 founder shares are no longer subject to forfeiture (see Note 5). | | The accompanying notes are an integral part of the financial statements. F-5 [Table of Contents](#toc) AMERICAN EXCEPTIONALISM ACQUISITION CORP. A STATEMENT OF CASH FLOWS FOR THE PERIOD FROM JULY11, 2025 ( INC EPTION) THROUGH DE CE MBER31, 2025 | | | | | For the Period from July11, 2025 (Inception) Through December31, 2025 | | | | Cash Flows from Operating Activities: | | | | Net loss | | $ | (7,197,255 | ) | | | Adjustments to reconcile net loss to net cash used in operating activities: | | | | Formation costs paid by Sponsor in exchange for issuance of ClassB ordinary shares | | | 8,488 | | | | Payment of operating costs through promissory note related party | | | 22,830 | | | | Interest earned on marketable securities held in Trust Account | | | (3,366,162 | ) | | | Changes in operating assets and liabilities: | | | | Prepaid expenses | | | (212,059 | ) | | | Long Term prepaid insurance | | | (146,136 | ) | | | Accounts payable and accrued expenses | | | 16,168 | | | | Advisory fee payable | | | 10,350,000 | | | | | | | | | | Net cash used in operating activities | | | (524,126 | ) | | | | | | | | | Cash Flows from Investing Activities: | | | | Investment of cash in Trust Account | | | (345,000,000 | ) | | | | | | | | | Net cash used in investing activities | | | (345,000,000 | ) | | | | | | | | | Cash Flows from Financing Activities: | | | | Proceeds from sale of Shares, net of underwriting discounts paid | | | 344,750,000 | | | | Proceeds from sale of Private Shares | | | 1,750,000 | | | | Proceeds from promissory note related party | | | 100,000 | | | | Repayment of promissory note related party | | | (122,830 | ) | | | Due from Sponsor | | | (8,304 | ) | | | Payment of offering costs | | | (428,809 | ) | | | | | | | | | Net cash provided by financing activities | | | 346,040,057 | | | | | | | | | | Net Change in Cash | | | 515,931 | | | | Cash Beginning of period | | | | | | | | | | | | | Cash End of period | | $ | 515,931 | | | | | | | | | | Noncash investing and financing activities: | | | | Offering costs included in accrued offering costs | | $ | 85,000 | | | | | | | | | | Offering costs paid by Sponsor in exchange for issuance of ClassB ordinary shares | | $ | 16,512 | | | | | | | | | | Deferred underwriting fee payable | | $ | 10,350,000 | | | | | | | | | The accompanying notes are an integral part of the financial statements. F-6 [Table of Contents](#toc) AMERICAN EXCEPTIONALISM ACQUISITION CORP. A NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 202 5 NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OP ERAT IONS American Exceptionalism Acquisition Corp. A (the Company) is a blank check company incorporated as a Cayman Islands exempted company on July11, 2025. The Company was incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the Business Combination). The Company has not selected any specific Business Combination target and the Company has not, nor has anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any Business Combination target with respect to an initial Business Combination with the Company. The Companys efforts to identify a prospective initial business combination target will not be limited to a particular industry, sector or geographic region. While the Company may pursue an initial business combination in any business or industry, the Company intends to capitalize on the ability of the management team and initially focus the search on identifying a prospective target business that can benefit from the founder Chamath Palihapitiyas historical areas of business expertise. As of December31, 2025, the Company had not commenced any operations. All activity for the period from July11, 2025 (inception) through December31, 2025 relates to the Companys formation and the Initial Public Offering (the Initial Public Offering), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December31 as its fiscal year end. The Companys Sponsor is AEXA Sponsor LLC (the Sponsor). The registration statement for the Companys Initial Public Offering was declared effective on September25, 2025. On September29, 2025, the Company consummated the Initial Public Offering of 34,500,000 ClassA Ordinary Shares which includes the full exercise by the underwriters of their over-allotment option in the amount of 4,500,000 ClassA Ordinary Shares, at $10.00 per share, generating gross proceeds of $345,000,000. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 175,000 private placement shares (the Private Placement Shares), at a price of $10.00 per Private Placement Share in a private placement to the Sponsor, generating gross proceeds of $1,750,000. The Companys management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the Private Placement Shares, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination (less deferred underwriting commissions). Transaction costs amounted to $11,130,322, consisting of $250,000 of cash underwriting fee, $10,350,000 of deferred underwriting fee, and $530,322 of other offering costs. The Companys Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the net balance in the Trust Account (as defined below) (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discount held in trust) at the time of the signing an agreement to enter into a Business Combination. The board of directors will make the determination as to the fair market value of the initial business combination. If the board of directors is not able to independently determine the fair market value of the initial business combination, the Company will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. There is no assurance that the Company will be able to successfully effect a Business Combination. Following the closing of the Initial Public Offering on September29, 2025, an amount of $345,000,000 ($10.00 per share) from the net proceeds of the sale of the ClassA Ordinary Shares, and a portion of the net proceeds from the sale of the Private Placement Shares was held in a Trust Account (the Trust Account) and initially was invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations; the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended Business Combination. To mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that the Company holds investments in the Trust Account, the Company may, at any time (based on the management teams ongoing assessment of all factors related to the Companys potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest bearing demand deposit account at a bank. 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 Shares 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 public shares if the Company is unable to complete the initial Business Combination within 24 months from the closing of the Initial Public Offering (or 27 months from the closing of this offering if the Company has executed a letter of intent, agreement in principle or definitive agreement for an initial Business Combination within 24 months from the Initial Public Offering) or by such earlier liquidation date as the Companys board of directors may approve (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 the rights of holders of ClassA ordinary shares 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. F-7 [Table of Contents](#toc) AMERICAN EXCEPTIONALISM ACQUISITION CORP. A NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 The Company will provide the Companys public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i)in connection with a general meeting called to approve the initial Business Combination or (ii)without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public shareholders will be entitled to redeem their shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account (less taxes payable, if any), divided by the number of then outstanding public shares, subject to the limitations. The amount in the Trust Account is initially anticipated to be $10.00 per public share. The ClassA ordinary shares subject to redemption were recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Financial Accounting Standards Boards (FASB) Accounting Standards Codification (ASC) Topic 480, Distinguishing Liabilities from Equity. The Company will have only the duration of the Completion Window to complete the initial Business Combination. However, if the Company is unable to complete its initial Business Combination within the Completion Window, the Company 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 (less taxes payable, if any and up to $100,000 of interest to pay liquidation and dissolution expenses), divided by the number of then outstanding public shares, which redemption will constitute full and complete payment for the public shares and completely extinguish public shareholders rights as shareholders (including the right to receive further liquidation or other distributions, if any), subject to the Companys obligations under Cayman Islands law to provide for claims of creditors and subject to the other requirements of applicable law. The Sponsor, 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 public shares 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 public shares in connection with a shareholder vote to approve an amendment to the Companys amended and restated memorandum and articles of association; (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 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, aside from shares they may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act, which would not be voted in favor of approving the Business Combination) in favor of the initial Business Combination . The Companys Sponsor has agreed that it is 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, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii)the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, if any, 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 underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, 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. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. F-8 [Table of Contents](#toc) AMERICAN EXCEPTIONALISM ACQUISITION CORP. A NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Liquidity and Going Concern As of December31, 2025, the Company had $515,931 in its operating bank account and working capital surplus of $635,125. The Company initially has until September29, 2027, to consummate the initial Business Combination (assuming no extensions). If the Company does not complete a Business Combination, the Company will trigger an automatic winding up, dissolution, and liquidation pursuant to the terms of the Amended and Restated Memorandum and Articles of Association. Notwithstanding managements belief that the Company would have sufficient funds to execute its business strategy, there is a possibility that the business combination might not happen within the 24-month period from the date of the Initial Public Offering. In connection with the Companys assessment of going concern considerations in accordance with ASC 205-40, Presentation of Financial StatementsGoing Concern, as of December 31 , 2025, the Company may need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Companys officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Companys working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. Management plans to address this uncertainty primarily by consummating a Business Combination. In addition, the Sponsor or its affiliates have the ability and intent, although not an obligation, to provide the Company with additional working capital loans or advances to fund operating expenses and costs related to identifying and evaluating target businesses. Management believes these potential sources of liquidity, together with its current cash balance, would enable the Company to sustain its operations through at least twelve months from the issuance date of the financial statements. However, there can be no assurance that such loans or additional financing will be available to the Company, or that a Business Combination will be consummated by the end of the Combination Period. Accordingly, substantial doubt exists about the Companys ability to continue as a going concern. F-9 [Table of Contents](#toc) AMERICAN EXCEPTIONALISM ACQUISITION CORP. A NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 NOTE 2. SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the SEC). Emerging Growth Company The Company is an emerging growth company, as defined in Section2(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 Section404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the 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. 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 $515,931 in cash and no cash equivalents as of December31, 2025. Marketable Securities Held in Trust Account As of December31, 2025, the assets held in the Trust Account, amounting to $348,366,162, were held in money market fund which invest in U.S. Treasury securities. Offering Costs The Company complies with the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin (SAB) Topic 5A Expenses of Offering. Offering costs consist principally of professional and registration fees that are related to the Initial Public Offering. FASB ASC 470-20, Debt with Conversion and Other Options, addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. Offering costs allocated to the Public and Private Placement Shares were allocated to temporary equity and shareholders deficit, based on the classification of underlying financial instruments. Transaction costs amounted to $11,130,322, consisting of $250,000 of cash underwriting fee, $10,350,000 of deferred underwriting fee, and $530,322 of other offering costs. 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, approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. F-10 [Table of Contents](#toc) AMERICAN EXCEPTIONALISM ACQUISITION CORP. A NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Companys financial condition, results of operations, and cash flows. Net Loss per Ordinary Share The Company complies with accounting and disclosure requirements of ASC 260, Earnings Per Share. The Company has two classes of shares, which are referred to as ClassA ordinary shares and ClassB ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net loss per ordinary share is calculated by dividing the net loss by the weighted average ordinary shares outstanding for the respective period. Diluted net loss per share attributable to ordinary shareholders adjusts the basic net loss per share attributable to ordinary shareholders and the weighted-average ordinary shares outstanding for the potentially dilutive impact. With respect to the accretion of ClassA ordinary shares subject to possible redemption and consistent with ASC Topic 480-10-S99-3A, the Company treated accretion in the same manner as a dividend paid to the shareholders in the calculation of the net loss per ordinary share. Accretion associated with the redeemable ordinary shares is excluded from earnings per share as the value approximates fair value. The following table reflects the calculation of basic and diluted net loss per ordinary share: | | | | | For the period from July11, 2025 (Inception) Through December31, 2025 | | | | | | ClassA | | | ClassB | | | | Basic and diluted net loss per share: | | | | | Numerator: | | | | | Allocation of net loss, basic | | $ | (4,123,633 | ) | | $ | (3,073,622 | ) | | | Denominator: | | | | | Basic weighted-average ordinary shares outstanding | | | 18,640,318 | | | | 13,893,889 | | | | | | | | | | | | | | Basic net loss per ordinary share | | $ | (0.22 | ) | | $ | (0.22 | ) | | | | | | | | | | | | ClassA Ordinary Shares Subject to Possible Redemption The Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Companys liquidation, or if there is a shareholder vote or tender offer in connection with the Companys initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies Public Shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Company will recognize 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. 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 December31, 2025, ClassA 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 December31, 2025, the ClassA ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table: | | | Gross proceeds | | $ | 345,000,000 | | | | Less: | | | | ClassA ordinary shares issuance cost | | | (11,127,646 | ) | | | Plus: | | | | Remeasurement of carrying value to redemption value | | | 14,493,808 | | | | | | | | | | ClassA ordinary shares subject to possible redemption, December31, 2025 | | $ | 348,366,162 | | | | | | | | | 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 statements 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. F-11 [Table of Contents](#toc) AMERICAN EXCEPTIONALISM ACQUISITION CORP. A NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 ASC Topic740 prescribes a recognition threshold and a measurement attribute for the financial statements 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 December31, 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 of the UnitedStates. As such, the Companys tax provision was zero for the period presented. Recent Accounting Pronouncements In November2023, the FASB issued ASU2023-07,Segment Reporting (Topic280): Improvements to Reportable Segment Disclosures. The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating officer 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. This 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 ASU2023-07 on July11, 2025, inception . The Company does not believe that any other recently issued, but not effective, accounting standards, 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 September29, 2025, the Company sold 34,500,000 ClassA Ordinary Shares including 3,450,000 ClassA Ordinary Shares for the full close of the underwriters overallotment option, at a purchase price of $10.00 per share, generating gross proceeds of $345,000,000. NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering on September29, 2025, the Sponsor purchased 175,000 Private Placement Shares, at a price of $10.00 per Private Placement Share, generating gross proceeds of $1,750,000. The Sponsor, 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 public shares 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 public shares 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 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 the rights of holders of ClassA ordinary shares 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 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, aside from shares they may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act, which would not be voted in favor of approving the Business Combination) in favor of the initial Business Combination. F-12 [Table of Contents](#toc) AMERICAN EXCEPTIONALISM ACQUISITION CORP. A NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On July25, 2025, the Sponsor made a capital contribution of $25,000, or approximately $0.002 per share, to cover certain of the Companys deferred offering costs and expenses, for which the Company issued 12,321,429 founder shares to the Sponsor. On September25, 2025, the Company issued additional 2,464,285 founder shares to the Sponsor through share capitalization. As a result, the Sponsor holds an aggregate of 14,785,714 founder shares. All share and per-share data have been retrospectively presented. Up to 1,928,571 of the founder shares were subject to forfeiture by the Sponsor for no consideration depending on the extent to which the underwriters over-allotment was exercised. On September29, 2025, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering. As such, the 1,928,571 founder shares are no longer subject to forfeiture. On September23, 2025, the Sponsor assigned and transferred an aggregate of 300,000 founder shares (150,000 founder shares each) to the two independent director nominees of the Company in exchange for their services as independent directors through the Companys initial Business Combination. The transfer of the founder shares to the holders are in the scope of FASB ASC Topic 718, Compensation-Stock Compensation (ASC 718). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the assignment date. The total fair value of the 300,000 founder shares assigned to the holders on September23, 2025 was $513,000 or $1.71 per share. The shares were transferred subject to a performance condition (i.e., providing services through Business Combination). Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the shares less the amount initially received for the shares. As of September23, 2025, the Company determined that the initial Business Combination is not considered probable and therefore no compensation expense has been recognized. F-13 [Table of Contents](#toc) AMERICAN EXCEPTIONALISM ACQUISITION CORP. A NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 The Companys initial shareholders have agreed not to transfer, assign or sell any of their founder shares and any ClassA ordinary shares issued upon conversion thereof until the earlier to occur of (i)one year after the completion of the initial Business Combination or (ii)date following the completion of the Companys initial Business Combination on which a change of control occurs. Any permitted transferees will be subject to the same restrictions and other agreements of the Companys initial shareholders with respect to any founder shares (the Lock-up). Notwithstanding the foregoing, if (1)the closing price of the ClassA ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (2)if a change of control occurs after the completion of the initial Business Combination, the founder shares will be released from the Lock-up. Promissory NoteRelated Party The Sponsor has agreed to loan the Company an aggregate of up to $2,000,000 to be used for a portion of the expenses of the Initial Public Offering. The loan is non-interest bearing and unsecured. The promissory note is payable on the earlier of December31, 2027 or the date the Company consummates the Business Combination, out of the $500,000 of offering proceeds that has been allocated to the payment of offering expenses, from amounts available for working capital or from the net proceeds of this offering and the sale of the Private Placement Shares not held in the Trust Account. There is no Promissory note outstanding as of December31, 2025. Due from Sponsor As of December31, 2025, the Company had a balance due from the Sponsor of $8,304. The balance represents an invoice paid by the Company on behalf of the Sponsor. The Sponsor is a related party to the Company. The amount is expected to be reimbursed by the Sponsor. Working Capital Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Companys officers and directors may, but are not obligated to, loan the Company funds as may be required (the Working Capital Loans). If the Company completes a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into Private Placement Shares of the post-Business Combination entity at a price of $10.00 per share, at the option of the lender. There are no Working Capital Loans outstanding as of December31, 2025. NOTE 6. COMMITMENTS AND CONTINGENCIES Risks and Uncertainties The United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (NATO) deployed additional military forces to eastern Europe, and the United States, 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 payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine, increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, 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 cyberattacks 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. In addition, ongoing geopolitical tensions in the Middle East, including tensions involving Iran and its regional activities, as well as potential escalation of conflicts in the region, could further contribute to instability in global markets, disruptions in energy supplies, and increased volatility in commodity prices and financial markets. Furthermore, changes to policy implemented by the U.S. Congress, the Trump administration or any new administration have impacted and may in the future impact, among other things, the U.S. and global economy, international trade relations, unemployment, immigration, healthcare, taxation, the U.S. regulatory environment, inflation and other areas. For example, during the prior Trump administration, increased tariffs were implemented on goods imported into the U.S., particularly from China, Canada, and Mexico. On February1, 2025, the U.S. imposed a 25% tariff on imports from Canada and Mexico, which were subsequently suspended for a period of one month, and a 10% additional tariff on imports from China. More recently on April2, 2025, President Trump signed an executive order imposing a minimum 10percent baseline tariff on all U.S. imports, with higher tariffs applied to imports from 57 specific countries. The baseline tariff rate became effective on April5, while tariffs on imports from the 57 targeted nations, ranging from 11 to 50percent, took effect on April 9. On the same day, President Trump announced a 90-day pause on reciprocal tariffs for all but China, which continues to face tariffs as high as 145%. Historically, tariffs have led to increased trade and political tensions, between not only the U.S. and China, but also between the U.S. and other countries in the international community. In response to tariffs, other countries have implemented retaliatory tariffs on U.S. goods. F-14 [Table of Contents](#toc) AMERICAN EXCEPTIONALISM ACQUISITION CORP. A NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Any of the above mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, tensions in the Middle East, including those involving Iran, or other geopolitical conflicts, could adversely affect the Companys ability to identify and consummate an initial Business Combination. Registration Rights The holders of the (i)founder shares, (ii)Private Placement Shares, and (iii)Private Placement Shares that may be issued upon conversion of Working Capital Loans will have registration rights to require the Company to register a sale of any of the securities held by them and any other securities of the Company acquired by them prior to the consummation of the initial Business Combination pursuant to a registration rights agreement to be signed prior to or on the effective date of the Initial Public Offering. 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 piggyback registration rights with respect to registration statements filed subsequent to the Companys 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 underwriter a 45-day option from the date of the Initial Public Offering to purchase up to an additional 3,450,000 ClassA Ordinary Shares to cover over-allotments, if any. On September29, 2025, the underwriters exercised their over-allotment option, closing on the 3,450,000 additional ClassA Ordinary Shares simultaneously with the Initial Public Offering. The underwriter was entitled to an underwriting discount of $250,000 which was paid in cash upon the closing of the Initial Public Offering. Additionally, the underwriter is entitled to a deferred underwriting discount of $0.30 per Share, or $10,350,000 in the aggregate. Such deferred underwriting commissions will not be payable with respect to any shares redeemed in connection with an initial business combination, and may be paid at the sole and absolute discretion of the Companys management team to any one or more FINRA members, which may or may not include the underwriter in the Initial Public Offering. The deferred underwriting discount will become payable to the underwriter from the amounts held in the Trust Account solely in the event the Company completes its initial Business Combination. Advisory Fee In addition to the underwriting agreement, the Company entered into an agreement with the underwriter in which the underwriter is entitled to an advisory fee equal to 3% of the gross proceeds raised in the Initial Public Offering upon and subject to the closing of the initial Business Combination. The termination clause in the agreement deems the advisory fee earned and recordable as of September29, 2025 and the advisory fee has been recorded on the accompanying balance sheet. As of 12.31.2025, the advisory fee payable amounting to $10,350,000. NOTE 7. SHAREHOLDERS DEFICIT Preference Shares The Company is authorized to issue a total of 5,000,000 preference shares at par value of $0.0001 each. At December31, 2025, there were no preference shares issued or outstanding. Class A Ordinary Shares The Company is authorized to issue a total of 500,000,000 ClassA ordinary shares at par value of $0.0001 each. At December31, 2025, there are 175,000 ClassA ordinary shares issued and outstanding, excluding the 34,500,000 shares subject to possible redemption. Class B Ordinary Shares The Company is authorized to issue a total of 50,000,000 ClassB ordinary shares at par value of $0.0001 each. At December31, 2025, there are 14,785,714 ClassB ordinary shares issued and outstanding, of which an aggregate of 1,928,571 ClassB ordinary shares are subject to forfeiture if the over-allotment option is not exercised by the underwriter in full. On September29, 2025, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering. As such, the 1,928,571 founder shares are no longer subject to forfeiture. F-15 [Table of Contents](#toc) AMERICAN EXCEPTIONALISM ACQUISITION CORP. A NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 The founder shares will automatically convert into ClassA ordinary shares on a one-for-one basis on or prior to the tenth anniversary of the Companys initial Business Combination, upon the earlier of (i)(a) solely with respect to one-third of such aggregate number of founder shares, a time after the completion of the Companys initial Business Combination in which the last reported sale price of the ClassA ordinary shares for any 20 trading days within a 30-trading day period commencing after the completion of the Companys initial Business Combination equals or exceeds $15.00, (b)solely with respect to an additional one-third of such aggregate number of founder shares, a time after the completion of the Companys initial Business Combination in which the last reported sale price of the ClassA ordinary shares for any 20 trading days within a 30-trading day period commencing after the completion of the Companys initial Business Combination equals or exceeds $17.50, and (c)solely with respect to the remaining one-third of such aggregate number of founder shares, a time after the completion of the Companys initial Business Combination in which the last reported sale price of the ClassA ordinary shares for any 20 trading days within a 30-trading day period commencing after the completion of the Companys initial Business Combination equals or exceeds $20.00; and (ii)subsequent to the completion of the Companys initial Business Combination, the date on which a change of control occurs. Any founder shares that have not converted into ClassA ordinary shares pursuant to the aforementioned clauses on the date that is ten years after the completion of the Companys initial Business Combination shall be promptly returned by the initial shareholders to the Company, without any consideration for such transfer, and cancelled by the Company. In the case that additional ClassA ordinary shares, or any other equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to or in connection with the closing of the initial business combination, the ratio at which ClassB ordinary shares convert into ClassA ordinary shares will be adjusted (unless the holders of a majority of the outstanding ClassB ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of ClassA ordinary shares issuable upon conversion of all ClassB ordinary shares will equal, in the aggregate, 30% of the sum of (i)the total number of all ordinary shares outstanding upon the completion of the Initial Public Offering (including any ClassA ordinary shares issued pursuant to the underwriters over-allotment option and excluding the Private Placement Shares issued to the Sponsor), plus (ii)all ClassA ordinary shares and equity-linked securities issued or deemed issued, in connection with the closing of the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any private placement-equivalent shares issued to the Sponsor or any of its affiliates or to the officers or directors upon conversion of Working Capital Loans). S uc h adjustment may result in material dilution to the public shareholders. F-16 [Table of Contents](#toc) AMERICAN EXCEPTIONALISM ACQUISITION CORP. A NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Holders of record of the Companys ClassA ordinary shares and ClassB ordinary shares are entitled to one vote for each share held on all matters to be voted on by shareholders. Unless specified in the amended and restated memorandum and articles of association or as required by the Companies Act or stock exchange rules, an ordinary resolution under Cayman Islands law and the amended and restated memorandum and articles of association, which requires the affirmative vote of at least a simple majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company is generally required to approve any matter voted on by the Companys shareholders. Approval of certain actions requires a special resolution under Cayman Islands law, which (except as specified below) requires the affirmative vote of at least two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting, and pursuant to the Companys 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. There is no cumulative voting with respect to the appointment of directors, meaning, following the Companys initial Business Combination, the holders of more than 50% of the ordinary shares voted for the appointment of directors can appoint all of the directors. Prior to the consummation of the initial Business Combination, only holders of the ClassB ordinary shares will (i)have the right to vote on the appointment and removal of directors and (ii)be entitled to vote on continuing the Company in a jurisdiction outside the Cayman Islands (including any special resolution required to adopt new constitutional documents as a result of approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). Holders of the ClassA ordinary shares will not be entitled to vote on these matters during such time. These provisions of the amended and restated memorandum and articles of association may only be amended if approved by a special resolution passed by the affirmative vote of at least 90% (or, where such amendment is proposed in respect of the consummation of the initial Business Combination, two-thirds) of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company. NOTE 8. 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 Level1 inputs. Examples of Level2 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. | | | | | | Level3: | | Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. | | The following table presents information about the Companys assets that are measured at fair value as of December31, 2025, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: | | | | | Level | | | December31, 2025 | | | | Marketable securities held in Trust Account | | | 1 | | | $ | 348,366,162 | | | NOTE 9.SEGMENT INFORMATION ASC Topic 280, 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 CODM has been identified as the Chief Financial Officer, who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has one reportable segment. F-17 [Table of Contents](#toc) AMERICAN EXCEPTIONALISM ACQUISITION CORP. A NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 The CODM assesses performance f or the single segment and decides how to allocate resources based on net income or loss that also is reported on the statements of operations as net income or loss. The measure of segment assets is reported on the balance sheet as total assets. When evaluating the Companys performance and making key decisions regarding resource allocation, the CODM reviews several key metrics, which include the following: | | | | | For the period from July11, 2025(Inception) Through December31, 2025 | | | | General and administrative expenses | | $ | 213,417 | | | | Interest earned on marketable securities held in Trust Account | | $ | 3,366,162 | | | General and administrative expenses are reviewed and monitored by the CODM 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 interest earned on Marketable security to manage, maintain and monitor interest earned on marketable security held in trust account. NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date through March30, 2026, the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. F-18