Filed 2026-03-12 · Period ending 2025-12-31 · 72,148 words · SEC EDGAR
# Centurion Acquisition Corp. (ALF) — 10-K
**Filed:** 2026-03-12
**Period ending:** 2025-12-31
**Accession:** 0001213900-26-026959
**Source:** [SEC EDGAR](https://www.sec.gov/Archives/edgar/data/2010930/000121390026026959/)
**Origin leaf:** 58e6bffdfc980f6de8dc3e19e423b46eb31cee9faac9ff7e309f6e429cd4cc58
**Words:** 72,148
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2025
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 001-42127
CENTURION ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
| Cayman Islands | | N/A | |
| (State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification Number) | |
| 667 Madison Avenue 5th Floor New York, New York 10065 | |
| (Address of principal executive offices) | |
Registrants telephone number, including area code: (212) 209-6126
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class: | | Trading Symbols | | Name of Each Exchange on Which Registered: | |
| Units, each consisting of one Class A Ordinary Share, par value $0.0001 per share, and one-half of one redeemable warrant | | ALFUU | | The Nasdaq Stock Market LLC | |
| Class A Ordinary Shares, par value $0.0001 per share | | ALF | | The Nasdaq Stock Market LLC | |
| Warrants, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share | | ALFUW | | The Nasdaq Stock Market LLC | |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | | Accelerated filer | | |
| Non-accelerated filer | | Smaller reporting company | | |
| Emerging growth company | | | | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrants executive officers during the relevant recovery period pursuant to 240.10D-1(b).
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No
On June 30, 2025, the last business day of the registrants most recently completed second fiscal quarter, aggregate market value of the registrants voting and non-voting common equity held by non-affiliates, computed by reference to the closing sales price for the registrants units on June 30, 2025, as reported on The Nasdaq Stock Market LLC of $10.52, was $302,450,000.
As of March 12, 2026, there were an aggregate of 35,937,500 ordinary shares of the registrant issued and outstanding, consisting of 28,750,000 Class A Ordinary Shares, par value $0.0001 per share, and 7,187,500 Class B ordinary shares, par value $0.0001 per share.
Documents Incorporated by Reference: None.
TABLE
OF CONTENTS
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PART I |
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1 | |
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Item 1. Business |
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1 | |
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Item 1A. Risk Factors |
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13 | |
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Item 1B. Unresolved Staff Comments |
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53 | |
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Item 1C. Cybersecurity |
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53 | |
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Item 2. Properties |
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53 | |
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Item 3. Legal Proceedings |
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53 | |
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Item 4. Mine Safety Disclosures |
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53 | |
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PART II |
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54 | |
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Item 5. Market for Registrants Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities |
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54 | |
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Item 6. [Reserved] |
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54 | |
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Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations |
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54 | |
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Item 7A. Quantitative and Qualitative Disclosures about Market Risk |
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57 | |
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Item 8. Financial Statements and Supplementary Data |
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57 | |
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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
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57 | |
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Item 9A. Controls and Procedures. |
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57 | |
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Item 9B. Other Information |
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57 | |
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Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections |
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57 | |
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PART III |
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58 | |
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Item 10. Directors, Executive Officers and Corporate Governance |
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58 | |
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Item 11. Executive Compensation. |
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64 | |
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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters. |
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65 | |
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Item 13. Certain Relationships and Related Transactions, and Director Independence |
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67 | |
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Item 14. Principal Accounting Fees and Services. |
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69 | |
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PART IV |
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70 | |
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Item 15. Exhibits, Financial Statement Schedules. |
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70 | |
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Item 16. Form 10-K Summary |
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71 | |
i
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTOR SUMMARY
Certain
statements in this Annual Report on Form 10-K (this Form 10-K) may constitute forward-looking statements
for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our
or our management teams expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements
that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions,
are forward-looking statements. The words anticipate, believe, continue, could,
estimate, expect, intend, may, might, plan, possible,
potential, predict, project, should, would and similar expressions
may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking
statements in this Form 10-K may include, for example, statements about:
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| our
ability to select an appropriate target business or businesses; |
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| our
ability to complete our initial Business Combination (as defined below); |
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| our
expectations around the performance of the prospective target business or businesses; |
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| our
success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial Business Combination; |
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| 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; |
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| our
potential ability to obtain additional financing to complete our initial Business Combination; |
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| our
pool of prospective target businesses; |
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| the
adverse impacts that events outside of our control, such as increased geopolitical unrest and increased volatility in the debt and equity
markets, may have on our ability to consummate an initial Business Combination; |
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| our
public securities potential liquidity and trading; |
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| the
lack of a market for our securities; |
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| the
use of proceeds not held in the Trust Account (as defined below) or available to us from interest income on the Trust Account balance; |
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| the
Trust Account not being subject to claims of third parties; or |
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| our
financial performance. |
|
The
forward-looking statements contained in this Form 10-K are based on our current expectations and beliefs concerning future developments
and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated.
These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions
that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.
These risks and uncertainties include, but are not limited to, those factors described under the section of this Form 10-K entitled Risk
Factors. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual
results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update
or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required
under applicable securities laws.
ii
Summary
of Risk Factors
An
investment in our securities involves a high degree of risk. The occurrence of one or more of the events or circumstances described in
the section titled *Risk Factors*, alone or in combination with other events or circumstances, may materially adversely
affect our business, financial condition and operating results. In that event, the trading price of our securities could decline, and
you could lose all or part of your investment. Such risks include, but are not limited to:
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| 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. | |
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| Our
Public Shareholders (as defined below) 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 (as defined below) 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. | |
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| 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. | |
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| 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. | |
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| 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. | |
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| 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. | |
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| The
requirement that we complete our initial Business Combination within the duration of the
Completion Window (as defined below) 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. | |
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| Our
search for a Business Combination, and any target business with which we ultimately consummate
a Business Combination, may be materially adversely affected by events that are outside of
our control, such as increased geopolitical unrest and volatility in the debt and equity
markets. | |
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| If
we seek shareholder approval of our initial Business Combination, our Sponsor (as defined
below), directors, officers, and their affiliates may elect to purchase shares or warrants
from Public Shareholders, which may influence a vote on a proposed Business Combination and
reduce the public float of our securities. | |
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| If
a shareholder fails to receive notice of our offer to redeem our Public Shares (as defined
below) 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. | |
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| If
we are deemed to be an investment company under the Investment Company Act of 1940, as amended
(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 or force us to abandon our efforts to complete
an initial Business Combination. | |
iii
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| 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. | |
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| You
will not have any rights or interests in funds from the Trust Account, except under certain
limited circumstances. Therefore, to liquidate your investment, you may be forced to sell
your Public Shares or warrants, potentially at a loss. | |
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| Nasdaq
may delist our securities from trading on its exchange, which could limit investors
ability to make transactions in our securities and subject us to additional trading restrictions. | |
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| 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 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. | |
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| The
value of the Founder Shares following completion of our initial Business Combination is likely
to be substantially higher than the nominal price paid for them, even if the trading price
of our ordinary shares at such time is substantially less than $10.00 per share. | |
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| You
will not be entitled to protections normally afforded to investors of many other blank check
companies. | |
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| 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 have
not completed our initial Business Combination within the required time period, our Public
Shareholders may receive only approximately $10.00 per share, or less in certain circumstances,
on our redemption of their shares, and our warrants will expire worthless. | |
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| If
the net proceeds of our IPO and the sale of the Private Placement Warrants (each as defined
below) not being held in the Trust Account are insufficient to allow us to operate for at
least the duration of the Completion Window, it could limit the amount of cash 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. | |
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| Past
performance by our management team 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. | |
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| We
may be a passive foreign investment company, or PFIC, which could result in
adverse United States federal income tax consequences to U.S. investors. | |
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| An
investment in our securities may result in uncertain U.S. federal income tax consequences. | |
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| We
may reincorporate in or transfer by way of continuation to another jurisdiction which may
result in taxes imposed on shareholders or warrant holders. | |
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| The
1% US federal excise tax on stock buybacks could be imposed on redemptions of our stock if
we were to become a covered corporation in the future. | |
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| In
recent years, the number of special purpose acquisition companies that have been formed has
increased substantially, potentially resulting in more competition for attractive targets.
This could increase the cost of our initial Business Combination and could even result in
our inability to find a target or to consummate an initial Business Combination. | |
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| Our
initial Business Combination and our structure thereafter may not be tax-efficient to our
shareholders and warrant holders. As a result of our Business Combination, our tax obligations
may be more complex, burdensome and uncertain. | |
iv
Part
I
Item
1. Business
**
*References
in this Form 10-K to we, us, our or the Company refer to Centurion Acquisition
Corp. References to our management or our management team refer to our officers and directors.*
Introduction
We
are a blank check company incorporated on January 18, 2024 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
(the Business Combination). We have 24 months from the closing of our initial public offering (IPO or Initial
Public Offering), or until such earlier liquidation date as our board of directors may approve (the Completion Window)
to complete our initial Business Combination.
We
have reviewed, and continue to review, a number of opportunities to enter into a Business Combination, but we are not able to determine
at this time whether we will complete a Business Combination with any of the target businesses that we have reviewed or with any other
target business. We may pursue an acquisition opportunity in any industry, sector or geographic location. We also have neither engaged
in any operations nor generated any revenue to date. Based on our business activities, the Company is a shell company as
defined under the Exchange Act of 1934 (the Exchange Act) because we have no operations and nominal assets consisting almost
entirely of cash.
The
registration statement for our IPO was declared effective on June 10, 2024. On June 12, 2024, we consummated the IPO of 28,750,000 units
(the Units and, with respect to the Class A Ordinary Shares included in the Units being offered, the Public Shares
or Class A Ordinary Shares), which includes the full exercise by the underwriters of their over-allotment option in the
amount of 3,750,000 Units, at $10.00 per Unit, generating gross proceeds of $287,500,000. Each Unit consists of one Class A Ordinary
Share and one-half of one redeemable warrant of the Company (the Public Warrants), with each whole warrant entitling the
holder thereof to purchase one Class A Ordinary Share at $11.50 per share.
Simultaneously
with the closing of our IPO, we consummated the sale of an aggregate of 7,000,000 warrants (the Private Placement Warrants)
at a price of $1.00 per Private Placement Warrant, in a private placement to the Companys Sponsor, Centurion Sponsor LP, a Cayman
Islands exempted limited partnership (the Sponsor), and Cantor Fitzgerald & Co. (Cantor) and Odeon Capital
Group, LLC (Odeon), the representatives of the underwriters of the IPO, generating gross proceeds of $7,000,000. Of those
7,000,000 Private Placement Warrants, the Sponsor purchased 4,500,000 Private Placement Warrants, Cantor purchased 1,750,000 Private
Placement Warrants and Odeon purchased 750,000 Private Placement Warrants.
Prior
to the consummation of the IPO, on January 23, 2024, our Sponsor made a capital contribution of $25,000, or approximately $0.004 per
share, to cover certain expenses on our behalf in exchange for issuance of 5,750,000 Class B ordinary shares (the Founder Shares).
On April 29, 2024, the Company affected a share capitalization of 1,437,500 Founder Shares, resulting in our Sponsor holding 7,187,500
Founder Shares. The number of Founder Shares issued was determined based on the expectation that such Founder Shares would represent
20% of the outstanding shares after the IPO. Please see *Item. 12. Security Ownership of Certain Beneficial Owners and Management
and Related Shareholder Matters* for more information on the number of Founder Shares our Sponsor and our other initial shareholders
hold.
1
Following
the closing of the IPO, on June 12, 2024, an amount of $287,500,000 ($10.00 per Unit) from the net proceeds of the sale of the Units
in the Initial Public Offering and the sale of the Private Placement Warrants was placed in the Trust Account (the Trust Account)
and will be held as cash or invested 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.
Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if
any, the proceeds from the Initial Public Offering and the sale of the Private Placement Warrants will not be released from the Trust
Account until the earliest of (i) the completion of the Companys initial Business Combination or an earlier redemption in connection
with the commencement of the procedures to consummate the initial Business Combination if the Company determines it is desirable to facilitate
the completion of the 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 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 shareholders rights or pre-initial Business Combination activity. The proceeds deposited in the Trust Account could
become subject to the claims of the Companys creditors, if any, which could have priority over the claims of the Companys
Public Shareholders. To mitigate the risk that 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 in its own discretion,
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 bank demand deposit account.
Effecting
Our Initial Business Combination
General
We
are not presently engaged in, and we will not engage in, any operations for an indefinite period of time. We intend to effectuate our
initial Business Combination using cash held in the Trust Account, 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 bank or other lenders or the owners of the target, 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.
We
may need to obtain additional financing to complete our initial Business Combination, either because the transaction requires more cash
than is available from the proceeds held in our Trust Account or because we become obligated to redeem a significant number of our Public
Shares upon completion of the Business Combination, in which case we may issue additional securities or incur debt in connection with
such business combination. There are no prohibitions on our ability to issue securities or incur debt in connection with our initial
Business Combination. We are not currently a party to any arrangement or understanding with any third party with respect to raising any
additional funds through the sale of securities, the incurrence of debt or otherwise.
Business
Strategy
The
digital technology industry is highly fragmented with hundreds of companies developing innovate and potentially disruptive technologies
and services. Continued tailwinds should fuel this growth. We anticipate cybersecurity concerns, the rise of, and growing use case for,
artificial intelligence (AI), the development of deep learning, and the launch of innovative new technology businesses
and other emerging technologies, to foster the continued growth of numerous new companies, many of which are privately owned. As such,
we believe that this universe of companies presents a vast array of potential compelling business combination opportunities for us.
We
plan to seek to leverage our teams skills and extensive industry experience to add significant value to the target company through
our operating expertise and focus on organic growth initiatives, as well as potential add-on acquisitions.
2
Some
of the core pillars of our strategy, which are based in large part on our teams extensive prior experience, include:
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| IP-centric
investment philosophy. Our management team has a proven track record of building
and nurturing IP to create enduring businesses across multiple industry segments; | |
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| Operational
excellence. Our management team has proven experience driving improved operational
performance, as evidenced by their success running Jagex and significant experiences in key
roles at other companies; | |
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| Technology
innovation. Our management team has been at the forefront of disruption and innovation
throughout their careers, such as identifying and implementing novel monetization models
in interactive entertainment, through to numerous patents ranging from robotics and IoT patents,
recommender engines, through to social-selling platforms; and | |
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| Financial
discipline. Our management team has a proven ability to drive top line growth while
maintaining profitability, resulting in significant valuation uplift. | |
We
plan to engage with our extensive network of industry relationships, which includes numerous private companies and entrepreneurs, private
equity firms, venture capitalists and private investors, to articulate the parameters of our search for a target company and a potential
business combination and begin the process of pursuing and reviewing potential opportunities.
Selection
of a Target Business and Structuring of Our Initial Business Combination
The
rules of Nasdaq and our amended and restated memorandum and articles of association require that we must complete one or more business
combinations having an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account (excluding the
amount of any deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of our signing
a definitive agreement in connection with our initial Business Combination. Our board of directors will make the determination as to
the fair market value of our initial Business Combination. If our board of directors is not able to independently determine the fair
market value of our initial Business Combination (including with the assistance of financial advisors), we will obtain an opinion from
an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm 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, including
if such company is at an early stage of development, operations or growth, or if the anticipated transaction involves a complex financial
analysis or other specialized skills and the board of directors determines that outside expertise would be helpful or necessary in conducting
such analysis. As any such opinion, if obtained, would only state that the fair market value meets the 80% of net assets threshold, unless
such opinion includes material information regarding the valuation of the target or the consideration to be provided, it is not anticipated
that copies of such opinion would be distributed to our shareholders. However, if required by Schedule 14A of the Exchange Act, any proxy
solicitation materials or tender offer documents that we will file with the SEC in connection with our initial Business Combination will
include such opinion.
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.
3
We
expect to seek to identify companies that have compelling growth potential and a combination of the following characteristics. We expect
to use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial Business Combination
with a target business that does not meet these criteria and guidelines. We intend to acquire companies or assets that we believe have
the following attributes:
|
| are
in the digital technology segments where we can utilize our management teams expertise
and network of industry contacts to add value; | |
|
| possess
and/or leverages a robust and differentiated intellectual property and a scalable platform
with long-term growth potential; | |
|
| possess
and/or utilize innovative and disruptive technology; | |
|
| participate
in a large addressable market with highly engaged customers; | |
|
| generate
stable revenue and cash flows and are profitable or have a clear path to profitability; | |
|
| are
managed by experienced leadership teams with the ability and desire to oversee a larger organization; | |
|
| have
an established entrepreneurial culture of disruption, adaptability to changing sector dynamics
and growth; | |
|
| have
alignment of long-term vision and target shareholder willingness to retain meaningful equity
post-business combination; | |
|
| offer
the potential to serve as a platform for future synergistic M&A roll-up activity; and | |
|
| possess
identifiable valuation upside for all stakeholders. | |
These
criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial Business Combination may be
based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management
may deem relevant. In the event that we decide to enter into our initial Business Combination with a target business that does not meet
the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications
related to our initial Business Combination, which would be in the form of proxy solicitation materials or tender offer documents that
we would file with the U.S. Securities and Exchange Commission (SEC).
In
evaluating a prospective target business, we expect to conduct a thorough due diligence review that will encompass, among other things,
meetings with incumbent management and employees, document reviews and inspection of facilities, as well as a review of financial and
other information that will be made available to us. We also plan to utilize our operational and capital planning experience.
The
time required to select and evaluate a target business and to structure and complete our initial Business Combination, and the costs
associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification
and evaluation of 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.
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 an initial Business Combination with a target that is affiliated with our Sponsor, officers or directors,
we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm that is a member of
FINRA or a valuation or appraisal firm that such an initial Business Combination is fair to our company from a financial point of view.
4
Members
of our management team and our independent directors directly or indirectly own Founder Shares and Private Placement Warrants and, accordingly,
may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate
our initial Business Combination. The low price that our Sponsor, executive officers and directors (directly or indirectly) paid for
the Founder Shares creates an incentive whereby our officers and directors could potentially make a substantial profit even if we select
an acquisition target that subsequently declines in value and is unprofitable for Public Shareholders. If we are unable to complete our
initial Business Combination within the Completion Window, the Founder Shares and Private Placement Warrants may expire worthless, except
to the extent they receive liquidating distributions from assets outside the Trust Account, which could create an incentive for our Sponsor,
executive officers and directors to complete a transaction even if we select an acquisition target that subsequently declines in value
and is unprofitable for Public Shareholders. Further, each of our officers and directors may have a conflict of interest with respect
to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a
target business as a condition to any agreement with respect to our initial Business Combination.
Each
of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations
to another entity pursuant to which such officer or director is or will be required to present a business combination opportunity to
such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for
an entity to which he or she has then current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual
obligations to present such business combination opportunity to such other entity, subject to their fiduciary duties under Cayman Islands
law. Our amended and restated memorandum and articles of association provide that to the fullest extent permitted by applicable law:
(i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to
refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us, and (ii) we renounce
any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be
a corporate opportunity for any director or officer, on the one hand, and us, on the other.
In
addition, our Sponsor and our officers and directors may Sponsor or form other special purpose acquisition companies similar to ours
or may pursue other business or investment ventures during the period in which we are seeking an initial Business Combination. Any such
companies, businesses or investments may present additional conflicts of interest in pursuing an initial Business Combination. However,
we do not believe that such duties or obligations will materially affect our ability to complete our initial Business Combination.
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 Public 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. Each Public Shareholder may elect to redeem its Public Shares irrespective of whether
they vote for or against the initial Business Combination, or whether they do not vote or abstain from voting on the initial Business
Combination, or whether they were a shareholder on the record date for the shareholder meeting held to approve the initial Business Combination.
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
and any transactions where we issue more than 20% of our issued and outstanding ordinary shares or seek to amend our amended and restated
memorandum and articles of association would require shareholder approval. So long as we obtain and maintain a listing for our securities
on Nasdaq, we will be required to comply with Nasdaqs shareholder approval rules.
5
The
requirement that we provide our Public Shareholders with the opportunity to redeem their Public Shares by one of the two methods listed
above are contained in provisions of our amended and restated memorandum and articles of association and will apply whether or not we
maintain our registration under the Exchange Act or our listing on Nasdaq. Such provisions may be amended if approved by a special resolution,
which requires the affirmative vote of at least two-thirds of the votes cast by the shareholders of the issued shares present in person
or represented by proxy and entitled to vote on such matter at a general meeting of the company, so long as we offer redemption in connection
with such amendment.
If
we provide our Public Shareholders with the opportunity to redeem their Public Shares in connection with a general meeting, we will,
pursuant to our amended and restated memorandum and articles of association:
|
| conduct
the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the
Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender
offer rules, and | |
|
| file
proxy materials with the SEC. | |
In
the event that we seek shareholder approval of our initial Business Combination, we will distribute proxy materials and, in connection
therewith, provide our Public Shareholders with the redemption rights described above 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, which requires the affirmative vote of at least a majority of the votes cast by the shareholders of the issued
shares present in person or represented by proxy and entitled to vote on such matter at a general meeting of the company. A quorum for
such meeting will be present if the holders of one-third of issued and outstanding shares entitled to vote at the meeting are represented
in person or by proxy. Our Sponsor, officers and directors will count toward this quorum and, pursuant to the letter agreement, our Sponsor,
officers and directors have agreed to vote their Founder Shares and any Public Shares purchased during or after our Initial Public Offering
(including in open market and privately-negotiated transactions) in favor of our initial Business Combination. For purposes of seeking
approval of an ordinary resolution, non-votes will have no effect on the approval of our initial Business Combination once a quorum is
obtained. Assuming that only one-third of our issued and outstanding ordinary shares, representing a quorum under our amended and restated
memorandum and articles of association, are voted, we will not need any Public Shares in addition to our Founder Shares to be voted in
favor of an initial Business Combination in order to have an initial Business Combination approved. However, if our initial Business
Combination is structured as a statutory merger or consolidation with another company under Cayman Islands law, the approval of our initial
Business Combination will require a special resolution, which requires the affirmative vote of at least two-thirds of the votes cast
by the shareholders of the issued shares present in person or represented by proxy and entitled to vote on such matter at a general meeting
of the company. Each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the
proposed transaction or whether they were a Public Shareholder on the record date for the general meeting held to approve the proposed
transaction.
If
a shareholder vote is not required and we do not decide to hold a shareholder vote for business or other legal reasons, we will:
|
| conduct
the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate
issuer tender offers, and | |
|
| file
tender offer documents with the SEC prior to completing our initial Business Combination
which contain substantially the same financial and other information about the initial Business
Combination and the redemption rights as is required under Regulation 14A of the Exchange
Act, which regulates the solicitation of proxies. | |
In
the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days,
in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial Business Combination until
the expiration of the tender offer period. In addition, the tender offer will be conditioned on Public Shareholders not tendering more
than the number of Public Shares we are permitted to redeem. If Public Shareholders tender more shares than we have offered to purchase,
we will withdraw the tender offer and not complete the initial Business Combination.
6
Upon
the public announcement of our initial Business Combination, if we elect to conduct redemption pursuant to the tender offer rules, we
or our Sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our Class A Ordinary Shares in the open
market, in order to comply with Rule 14e-5 under the Exchange Act.
We
intend to require our Public Shareholders seeking to exercise their redemption rights, whether they are record holders or hold their
shares in street name, to, at the holders option, either deliver their share certificates to our transfer agent
or deliver their shares to our transfer agent electronically using the Depository Trust Companys DWAC (Deposit/Withdrawal At Custodian)
system, prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials,
this date may be up to two business days prior to the scheduled vote on the proposal to approve the initial Business Combination. In
addition, if we conduct redemptions in connection with a shareholder vote, we intend to require a Public Shareholder seeking redemption
of its Public Shares to also submit a written request for redemption to our transfer agent two business days prior to the scheduled vote
in which the name of the beneficial owner of such shares is included. The proxy materials or tender offer documents, as applicable, that
we will furnish to holders of our Public Shares in connection with our initial Business Combination will indicate whether we are requiring
Public Shareholders to satisfy such delivery requirements. We believe that this will allow our transfer agent to efficiently process
any redemptions without the need for further communication or action from the redeeming Public Shareholders, which could delay redemptions
and result in additional administrative cost. If the proposed initial Business Combination is not approved and we continue to search
for a target company, we will promptly return any certificates or shares delivered by Public Shareholders who elected to redeem their
shares.
We
will provide our Public Shareholders with the opportunity to redeem, regardless of whether they abstain, vote for, or against, our initial
Business Combination, all or a portion of their Public Shares upon the completion of our initial Business Combination at a per-share
price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to
the consummation of the initial Business Combination, including interest (which interest shall be net of taxes payable), divided by the
number of then issued and outstanding Public Shares, subject to the limitations and on the conditions described herein. The amount in
the Trust Account is initially anticipated to be $10.00 per Public Share. The per share amount we will distribute to investors who properly
redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. The redemption rights
will include the requirement that any beneficial owner on whose behalf a redemption right is being exercised must identify itself in
order to validly redeem its shares. Our Sponsor, officers and directors have entered into a letter agreement with us, pursuant to which
they have agreed to waive their redemption rights with respect to their Founder Shares and any Public Shares they may hold in connection
with the completion of our initial Business Combination or an earlier redemption in connection with the commencement of the consummation
of the initial Business Combination if we determine it is desirable to facilitate the completion of the initial Business Combination.
Our
proposed initial Business Combination may impose a minimum cash requirement for (i) cash consideration to be paid to the target or its
owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions.
In the event the aggregate cash consideration we would be required to pay for all Class A Ordinary Shares that are validly submitted
for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial Business Combination
exceed the aggregate amount of cash available to us, we will not complete the initial Business Combination or redeem any shares, and
all Class A Ordinary Shares submitted for redemption will be returned to the holders thereof. We may, however, raise funds through the
issuance of equity-linked securities or through loans, advances or other indebtedness in connection with our initial Business Combination,
including pursuant to forward purchase agreements or backstop arrangements we may enter into following the consummation of our Initial
Public Offering, in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements.
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 or their affiliates
may purchase shares or Public Warrants in privately negotiated transactions or in the open market either prior to or following the completion
of our initial Business Combination, although they are under no obligation or duty to do so. Any such price per share may be different
than the amount per share a Public Shareholder would receive if it elected to redeem its shares in connection with our initial Business
Combination. Such a purchase may include a contractual acknowledgment that such shareholder, although still the record holder of our
shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights.
7
In
the event that our Sponsor, initial shareholders, directors, officers, advisors or 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.
The
purpose of any such purchases of shares could be to (i) vote such shares in favor of the business combination and thereby increase the
likelihood of obtaining shareholder approval of the business combination or (ii) to satisfy a closing condition in an agreement with
a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial Business Combination,
where it appears that such requirement would otherwise not be met. The purpose of any such purchases of Public Warrants could be to reduce
the number of Public Warrants outstanding or to vote such warrants on any matters submitted to the warrant holders for approval in connection
with our initial Business Combination. Any such purchases of our securities may result in the completion of our initial Business Combination
that may not otherwise have been possible.
In
addition, if such purchases are made, the public float of our Class A Ordinary Shares or Public Warrants may be reduced
and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation,
listing or trading of our securities on a national securities exchange.
Our
Sponsor, officers, directors and/or their affiliates anticipate that they may identify the shareholders with whom our initial shareholders,
officers, directors or their affiliates may pursue privately negotiated purchases by either the shareholders contacting us directly or
by our receipt of redemption requests submitted by shareholders (in the case of Class A Ordinary Shares) following our mailing of proxy
materials in connection with our initial Business Combination. To the extent that our Sponsor, officers, directors, advisors or their
affiliates enter into a private purchase, they would identify and contact only potential selling 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, officers, directors, advisors or
any of their affiliates will select which shareholders to purchase shares from based on a negotiated price and number of shares and any
other factors that they may deem relevant, and will only purchase shares if such purchases comply with Regulation M under the Exchange
Act and the other federal securities laws. Our Sponsor, officers, directors and/or their affiliates will not make purchases of shares
if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act. Any such purchases will be reported pursuant to Section
13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements.
Our
Sponsor, initial shareholders, directors, officers and their affiliates will be restricted from making purchases of shares if the purchases
would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act. Any such purchases will be reported pursuant to Section 13 and Section
16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. Additionally, in the event our Sponsor,
initial shareholders, directors, officers and their affiliates were to purchase Public Shares or warrants from Public Shareholders, such
purchases would be structured in compliance with the requirements of Rule 14e-5 under the Exchange Act including, in pertinent part,
through adherence to the following:
|
| our
registration statement/proxy statement filed for our business combination transaction would
disclose the possibility that our Sponsor, initial shareholders, directors, officers and
their affiliates may purchase Public Shares or warrants from Public Shareholders outside
the redemption process, along with the purpose of such purchases; | |
|
| if
our Sponsor, initial shareholders, directors, officers and their affiliates were to purchase
Public Shares or warrants from Public Shareholders, they would do so at a price no higher
than the price offered through our redemption process; | |
8
|
| our
registration statement/proxy statement filed for our business combination transaction would
include a representation that any of our securities purchased by our Sponsor, initial shareholders,
directors, officers and their affiliates would not be voted in favor of approving the business
combination transaction; | |
|
| our
Sponsor, initial shareholders, directors, officers and their affiliates would not possess
any redemption rights with respect to our securities or, if they do acquire and possess redemption
rights, they would waive such rights; and | |
|
| we
would disclose in a Form 8-K, before our security holder meeting to approve the business
combination transaction, the following material items: | |
|
| the
amount of our securities purchased outside of the redemption offer by our Sponsor, initial
shareholders, directors, officers and their affiliates, along with the purchase price; | |
|
| the
purpose of the purchases by our Sponsor, initial shareholders, directors, officers and their
affiliates; | |
|
| the
impact, if any, of the purchases by our Sponsor, initial shareholders, directors, officers
and their affiliates on the likelihood that the business combination transaction will be
approved; | |
|
| the
identities of our security holders who sold to our Sponsor, initial shareholders, directors,
officers and their affiliates (if not purchased on the open market) or the nature of our
security holders (e.g., 5% security holders) who sold to our Sponsor, initial shareholders,
directors, officers and their affiliates; and | |
|
| the
number of our securities for which we have received redemption requests pursuant to our redemption
offer. | |
Please
see *Item 1A. Risk Factors - If we seek shareholder approval of our initial Business Combination, our Sponsor, initial shareholders,
directors, officers and their affiliates may elect to purchase shares or Public Warrants from Public Shareholders, which may influence
a vote on a proposed business combination and reduce the public float of our Class A Ordinary Shares or Public Warrants.*
Notwithstanding
the foregoing, if we seek shareholder approval of our initial Business Combination and we do not conduct redemptions in connection with
our initial Business Combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association
provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is
acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption
rights with respect to more than an aggregate of 15% of the Public Shares without our prior consent, which we refer to as the Excess
Shares. 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 Public Shares 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 Public Shares,
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.
9
Redemption
of Public Shares 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 are unable to complete our initial Business Combination within the Completion Window, we will
as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable
in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes
payable and up to $100,000 of interest to pay liquidation expenses), divided by the number of then issued and outstanding Public Shares,
which redemption will constitute full and complete payment for the Public Shares and completely extinguish Public Shareholders
rights as shareholders (including the right to receive further liquidation or other distributions, if any) subject to our obligations
under Cayman Islands law to provide for claims of creditors and subject to the other requirements of applicable law.
Our
Sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating
distributions from the Trust Account with respect to any Founder Shares held by them if we fail to complete our initial Business Combination
within the Completion Window, although they will be entitled to liquidating distributions from assets outside the Trust Account. However,
if our Sponsor or management team acquire Public Shares in or after our Initial Public Offering, they will be entitled to liquidating
distributions from the Trust Account with respect to such Public Shares, and to liquidating distributions from assets outside the Trust
Account, 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 (A) to modify the substance or timing of our obligation to allow redemption
in connection with our initial Business Combination or to redeem 100% of our Public Shares if we do not complete our initial Business
Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders rights
or pre-initial Business Combination activity, unless we provide our Public Shareholders with the opportunity to redeem their Public Shares
upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust
Account, including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding Public
Shares.
We
expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be
funded from amounts remaining out of the approximately $1,000,000 of proceeds held outside the Trust Account, although we cannot assure
you that there will be sufficient funds for such purpose. However, if those funds are not sufficient to cover the costs and expenses
associated with implementing our plan of dissolution, to the extent that there is any interest accrued in the Trust Account not required
to pay income taxes on interest income earned on the Trust Account balance, we may request the trustee to release to us an additional
amount of up to $100,000 of such accrued interest to pay those costs and expenses.
If
we were to expend all of the net proceeds of our Initial Public Offering and the sale of the Private Placement Warrants, other than the
proceeds deposited in the Trust Account, and without taking into account interest, if any, earned on the Trust Account, the per-share
redemption amount received by shareholders upon our dissolution would be approximately $10.00. 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.
10
Although
we will seek to have all vendors, service providers, prospective target businesses and other entities with which we do business execute
agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit
of our Public Shareholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that
they would be prevented from bringing claims against the Trust Account including but not limited to fraudulent inducement, breach of
fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order
to gain an advantage with respect to a claim against our assets, including the funds held in the Trust Account. If any third party refuses
to execute an agreement waiving such claims to the monies held in the Trust Account, our management will consider whether competitive
alternatives are reasonably available to us and will only enter into an agreement with such third party if management believes that such
third partys engagement would be in the best interests of the company under the circumstances. Examples of possible instances
where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular
expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute
a waiver or in cases where management is unable to find a service provider willing to execute a waiver. WithumSmith+Brown, PC, our independent
registered public accounting firm, and the underwriters of 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 the Companys
independent auditors), or a prospective target business with which we have entered into a written letter of intent, confidentiality or
other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i)
$10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the
Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such
liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to
the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity
of the underwriters of 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 less taxes payable, and our Sponsor asserts that it is unable to satisfy its
indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent directors would
determine whether to take legal action against our Sponsor to enforce its indemnification obligations. While we currently expect that
our independent directors would take legal action on our behalf against our Sponsor to enforce its indemnification obligations to us,
it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance
if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable
or if the independent directors determine that a favorable outcome is not likely. Accordingly, we cannot assure you that due to claims
of creditors the actual value of the per-share redemption price will not be less than $10.00 per share.
We
will seek to reduce the possibility that our Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring
to have all vendors, service providers, prospective target businesses or other entities with which we do business execute agreements
with us waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Our Sponsor will also not
be liable as to any claims under our indemnity of the underwriters of our Initial Public Offering against certain liabilities, including
liabilities under the Securities Act. We will have access to up to approximately $1,000,000 from the proceeds of our Initial Public Offering
with which to pay any such potential claims (including costs and expenses incurred in connection with our liquidation, currently estimated
to be no more than approximately $100,000). In the event that we liquidate and it is subsequently determined that the reserve for claims
and liabilities is insufficient, shareholders who received funds from our Trust Account could be liable for claims made by creditors.
If
we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed,
the proceeds held in the Trust Account could be subject to applicable bankruptcy or insolvency law, and may be included in our bankruptcy
estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims
deplete the Trust Account, we cannot assure you we will be able to return $10.00 per share to our Public Shareholders. Additionally,
if we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed,
any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy or insolvency laws as either
a preferential transfer or a fraudulent conveyance. As a result, a bankruptcy or insolvency court could seek
to recover some or all amounts received by our shareholders. Furthermore, our board of directors may be viewed as having breached its
fiduciary duty to our creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive
damages, by paying Public Shareholders from the Trust Account prior to addressing the claims of creditors. We cannot assure you that
claims will not be brought against us for these reasons.
11
Our
Public Shareholders will be entitled to receive funds from the Trust Account only (i) in the event of the redemption of our Public Shares
if we do not complete our initial Business Combination within the Completion Window, (ii) in connection with a shareholder vote to amend
our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption
in connection with our initial Business Combination or to redeem 100% of our Public Shares if we do not complete our initial Business
Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders rights
or pre-initial Business Combination activity or (iii) if they redeem their respective shares for cash upon the completion of our initial
Business Combination. In no other circumstances will a shareholder have any right or interest of any kind to or in the Trust Account.
In the event we seek shareholder approval in connection with our initial Business Combination, a shareholders voting in connection
with the business combination alone will not result in a shareholders redeeming its shares to us for an applicable pro rata share
of the Trust Account. Such shareholder must have also exercised its redemption rights described above. These provisions of our amended
and restated memorandum and articles of association, like all provisions of our amended and restated memorandum and articles of association,
may be amended with a shareholder vote.
Competition
In
identifying, evaluating and selecting a target business for our initial Business Combination, we may encounter competition from other
entities having a business objective similar to ours, including other special purpose acquisition companies, private equity groups and
leveraged buyout funds, public companies and operating businesses seeking strategic acquisitions. Many of these entities are well established
and have extensive experience identifying and effecting Business Combinations directly or through affiliates. Moreover, many of these
competitors possess similar or greater financial, technical, human and other resources than us. Our ability to acquire larger target
businesses will be limited by our available financial resources. This inherent limitation gives others an advantage in pursuing the acquisition
of a target business. Furthermore, our obligation to pay cash in connection with our Public Shareholders who exercise their redemption
rights may reduce the resources available to us for our initial Business Combination and our outstanding warrants, and the future dilution
they potentially represent, may not be viewed favorably by certain target businesses. Either of these factors may place us at a competitive
disadvantage in successfully negotiating an initial Business Combination.
Employees
We
currently have three officers: Mark Gerhard, Riaan Hodgson and David Gomberg. 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.
Available
Information
We
are required to file Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q with the SEC on a regular basis, and are required
to disclose certain material events (e.g., changes in corporate control, acquisitions or dispositions of a significant amount of assets
other than in the ordinary course of business and bankruptcy) in a Current Report on Form 8-K. The SEC maintains an Internet website
that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC.
The SECs Internet website is located at *http://www.sec.gov*. In addition, we will provide copies of these documents without
charge upon request from us in writing at 667 Madison Avenue, 5th Floor, New York, New York 10065 or by telephone at (212) 209-6126.
12
Emerging
Growth Company and Smaller Reporting Company
We
are an emerging growth company, as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such,
we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies
that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation
requirements of Section 404 of the Sarbanes- Oxley Act reduced disclosure obligations regarding executive compensation in our periodic
reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and
shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive
as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.
In
addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended
transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other
words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise
apply to private companies. We intend to take advantage of the benefits of this extended transition period.
We
will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of
the completion of our IPO, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed
to be a large accelerated filer, which means the market value of our Class A Ordinary Shares that are held by non-affiliates exceeds
$700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities
during the prior three-year period.
Additionally,
we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take
advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.
We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares
held by non-affiliates is equal to or exceeds $250 million as of the prior June 30th, or (2) our annual revenues equaled to or exceeded
$100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates is equal to or exceeds
$700 million as of the prior June 30th.
Item
1A. Risk Factors
An
investment in our securities involves a high degree of risk. You should consider carefully all of the risks described below, together
with the other information contained in this Form 10-K. If any of the following events occur, our business, financial condition and operating
results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all
or part of your investment.
Risks
Relating to our Search for, Consummation of, or Inability to Consummate, a Business Combination
**
*Our
shareholders may not be afforded an opportunity to vote on our proposed initial Business Combination, and even if we hold a vote, holders
of our Founder Shares will participate in such vote, which means we may complete our initial Business Combination even though a majority
of our Public Shareholders do not support such a combination.*
We
may choose not to hold a shareholder vote to approve our initial Business Combination if the Business Combination would not require shareholder
approval under applicable law or stock exchange listing requirement. Except for as required by applicable law or stock exchange requirement,
the decision as to whether we will seek shareholder approval of a proposed Business Combination or will allow shareholders to sell their
shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors, such as the timing
of the transaction and whether the terms of the transaction would otherwise require us to seek shareholder approval. Even if we seek
shareholder approval, the holders of our Founder Shares will participate in the vote on such approval. Accordingly, we may complete our
initial Business Combination even if a majority of our Public Shareholders do not approve of the Business Combination we complete. Please
see the section entitled *Business-Shareholders May Not Have the Ability to Approve Our Initial Business Combination*
for additional information.
**
13
*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 20% of our outstanding ordinary shares. Our initial shareholders and management team also may from time-to-time
purchase Class A Ordinary Shares prior to our initial Business Combination. Our amended and restated memorandum and articles of association
provides that, if we seek shareholder approval of an initial Business Combination, such initial Business Combination will be approved
if we receive the affirmative vote of at least a majority of the voted at such meeting of the company. As a result, in addition to our
initial shareholders Founder Shares, we would need 10,781,250 or 37.5% of the 28,750,000 Public Shares sold in our IPO 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). Assuming that only the holders of one-third of our issued and outstanding ordinary shares, representing a quorum under our
amended and restated memorandum and articles of association, vote their ordinary shares at a general meeting of the company, we will
not need any Public Shares in addition to our Founder Shares 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, the approval of our initial Business Combination requires a special resolution passed by the
affirmative vote of at least two-thirds of our ordinary shares which are represented in person or by proxy and are voted at a general
meeting of the company. Accordingly, if we seek shareholder approval of our initial Business Combination, the agreement by our initial
shareholders and management team to vote in favor of our initial Business Combination will increase the likelihood that we will receive
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 business days) set forth in our tender offer documents mailed to our Public
Shareholders in which we describe our initial Business Combination. The amount of the deferred underwriting commissions payable to the
underwriters is not currently required to be adjusted for any shares that are redeemed in connection with an initial Business Combination.
The per share amount we will distribute to shareholders who properly exercise their redemption rights will not be reduced by the deferred
underwriting commission and after such redemptions, the per-share value of shares held by non-redeeming shareholders will reflect our
obligation to pay the deferred underwriting commission.
**
*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 minimum cash requirement for (i) cash consideration to be paid
to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy
other conditions. If too many Public Shareholders exercise their redemption rights, we would not be able to meet such closing condition
and, as a result, would not be able to proceed with the Business Combination.
Consequently,
if accepting all properly submitted redemption requests would not allow us to satisfy a closing condition as described above, we would
not proceed with such redemption and the related Business Combination and may instead search for an alternate Business Combination. Prospective
targets will be aware of these risks and, thus, may be reluctant to enter into a Business Combination transaction with us.
**
**
14
**
*The
ability of our Public Shareholders to exercise redemption rights with respect to a large number of our shares and the amount of deferred
underwriting compensation may not allow us to complete the most desirable Business Combination or optimize our capital structure, and
may substantially dilute your investment in us.*
At
the time we enter into an agreement for our initial Business Combination, we will not know how many shareholders may exercise their redemption
rights, and therefore will need to structure the transaction based on our expectations as to the number of shares that will be submitted
for redemption. If our initial Business Combination agreement requires us to use a portion of the cash in the Trust Account to pay the
purchase price, or requires us to have a minimum amount of cash at closing, we will need to reserve a portion of the cash in the Trust
Account to meet such requirements, or arrange for third party financing. In addition, if a larger number of shares is 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 Class B ordinary shares results in the issuance of Class A Ordinary Shares on a greater than one-to-one basis upon conversion
of the Class B ordinary shares at the time of our initial Business Combination. In addition, the amount of the deferred underwriting
commissions payable to the underwriters will not be adjusted for any shares that are redeemed in connection with an initial Business
Combination. The per share amount we will distribute to shareholders who properly exercise their redemption rights will not be reduced
by the deferred underwriting commission and after such redemptions, the amount held in trust will continue to reflect our obligation
to pay the entire deferred underwriting commissions. The above considerations may limit our ability to complete the most desirable Business
Combination available to us or optimize our capital structure. As a result, our obligations to redeem Public Shares for which redemption
is requested and to pay the deferred underwriting commissions may not allow us to complete the most desirable Business Combination or
optimize our capital structure.
In
addition, raising additional third-party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher
than desirable levels. Furthermore, this dilution would increase to the extent that the anti-dilution provisions of the Class B ordinary
shares result in the issuance of Class A Ordinary Shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares
at the time of our Business Combination. The above considerations may limit our ability to complete the most desirable Business Combination
available to us or optimize our capital structure and may result in substantial dilution from your purchase of our Class A Ordinary Shares.
The effect of this dilution will be greater for shareholders who do not redeem. The amount of the deferred underwriting compensation
payable to the underwriters will not be adjusted for any shares that are redeemed in connection with an initial Business Combination,
which may further dilute your investment. The per-share amount we will distribute to shareholders who properly exercise their redemption
rights will not be reduced by the deferred underwriting compensation and after such redemptions, the per-share value of shares held by
non-redeeming shareholders will reflect our obligation to pay the deferred underwriting compensation. We may not be able to generate
sufficient value from the completion of our initial Business Combination in order to overcome the dilutive impact of these and other
factors, and, accordingly, you may incur a net loss on your investment. Please see - *Risks Relating to Our 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 even if the Business Combination causes the trading price of our ordinary
shares to materially decline.*
**
*The
ability of our Public Shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability
that our initial Business Combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.*
If
our initial Business Combination agreement requires us to use a portion of the cash in the Trust Account to pay the purchase price, or
requires us to have a minimum amount of cash at closing, the probability that our initial Business Combination would be unsuccessful
is increased. If our initial Business Combination is unsuccessful, you would not receive your *pro rata* portion of the funds in
the Trust Account until we liquidate the Trust Account. If you are in need of immediate liquidity, you could attempt to sell your shares
in the open market; however, at such time our shares may trade at a discount to the *pro rata* amount per share in the Trust Account.
In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with your
exercise of redemption rights until we liquidate or you are able to sell your shares in the open market.
**
**
15
**
*The
requirement that we complete our initial Business Combination within the Completion Window may give potential target businesses leverage
over us in negotiating a Business Combination and may limit the time we have in which to conduct due diligence on potential Business
Combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial
Business Combination on terms that would produce value for our shareholders.*
Any
potential target business with which we enter into negotiations concerning a Business Combination will be aware that we must complete
our initial Business Combination within the Completion Window. Consequently, such target business may obtain leverage over us in negotiating
a Business Combination, knowing that if we do not complete our initial Business Combination with that particular target business, we
may be unable to complete our initial Business Combination with any target business. This risk will increase as we get closer to the
timeframe described above. In addition, we may have limited time to conduct due diligence and may enter into our initial Business Combination
on terms that we would have rejected upon a more comprehensive investigation. The length of time it may take us to complete our diligence
and negotiate a Business Combination may reduce the amount of time available for us to ultimately complete an initial Business Combination
should such diligence or negotiations not lead to a consummated initial Business Combination.
**
*Our
search for an initial business combination, and any target business with which we may ultimately consummate an initial business combination,
may be materially adversely affected by current global geopolitical conditions resulting from the ongoing Russia-Ukraine conflict and
the recent escalation of conflict in the Middle East and Southwest Asia as well as volatility in the debt and equity markets.*
United
States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing
Russia-Ukraine conflict and the recent escalation of conflict in 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
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 (SWIFT) 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
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 above mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions
resulting from the Russian invasion of Ukraine, the escalation of conflict in the Middle East and Southwest Asia and subsequent sanctions
or related actions, may lead to increased volume and price volatility for publicly traded securities or could adversely affect our search
for an initial business combination by adversely affecting the operations or financial condition of potential target companies, 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.
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 may be materially adversely affected.
16
In
addition, our ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted
by certain events, including as a result of increased market volatility, decreased market liquidity and third-party financing being unavailable
on terms acceptable to us or at all.
**
*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.*
We
may not be able to find a suitable target business and complete our initial Business Combination within the Completion Window. Our ability
to complete our initial Business Combination may be negatively impacted by general market conditions, volatility in the capital and debt
markets and the other risks described herein. If we have not completed our initial Business Combination within such time period, we will:
as promptly as reasonably possible but not more than 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 (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number
of then outstanding Public Shares, which redemption will constitute full and complete payment and completely extinguish Public Shareholders
rights as shareholders (including the right to receive further liquidating distributions or other distributions, if any), subject to
our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
**
*We
may decide not to extend the term we have to consummate our initial Business Combination, in which case we would redeem our Public Shares,
and the warrants may be worthless.*
We
have until the end of the Completion Window to consummate our initial Business Combination. If we anticipate that we may be unable to
consummate our initial Business Combination within such period, we may seek shareholder approval to amend our amended and restated memorandum
and articles of association to extend the date by which we must consummate our initial Business Combination. However, we may decide not
to seek to extend the date by which we must consummate our initial Business Combination. If we do not seek to extend the date by which
we must consummate our initial Business Combination, and we are unable to consummate our initial Business Combination within the applicable
time period, we will, as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares for
a pro rata portion of the funds held in the Trust Account, subject to our obligations under Cayman Islands law to provide for claims
of creditors and the requirements of other applicable law. In such event, the warrants may be worthless.
**
*If
we seek shareholder approval of our initial Business Combination, our Sponsor, initial shareholders, directors, executive officers, advisors
and their affiliates may elect to purchase shares or Public Warrants from Public Shareholders, which may influence a vote on a proposed
Business Combination and reduce the public float of our 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, executive officers, advisors or their affiliates
may purchase Public Shares or warrants in privately negotiated transactions or in the open market either prior to or following the completion
of our initial Business Combination, although they are under no obligation to do so. Any such price per share may be different than the
amount per share a Public Shareholder would receive if it elected to redeem its shares in connection with our initial Business Combination.
Such a purchase may include a contractual acknowledgment that such shareholder, although still the record holder of our shares, is no
longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights.
In
the event that our Sponsor, initial shareholders, directors, executive officers, advisors or their affiliates purchase shares in privately
negotiated transactions from Public Shareholders who have already elected to exercise their redemption rights, such selling shareholders
would be required to revoke their prior elections to redeem their shares. It is intended that, if Rule 10b-18 would apply to purchases
by our Sponsor, initial shareholders, directors, officers, advisors and their affiliates, then such purchases will comply with Rule 10b-18
under the Exchange Act, to the extent it applies, which provides a safe harbor for purchases made under certain conditions, including
with respect to timing, pricing and volume of purchases.
17
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, rights or warrants in such transactions.
The
purpose of any such transactions could be to (i) increase the likelihood of obtaining shareholder approval of the Business Combination,
(ii) reduce the number of Public Warrants outstanding and/or increase the likelihood of approval on any matters submitted to the Public
Warrant holders for approval in connection with our initial Business Combination or (iii) 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 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 Section 13 and Section 16 of the Exchange Act to the
extent such purchasers are subject to such reporting requirements. Additionally, in the event our Sponsor, initial shareholders, directors,
officers, advisors and their affiliates were to purchase Public Shares or warrants from Public Shareholders, such purchases would be
structured in compliance with the requirements of Rule 14e-5 under the Exchange Act including, in pertinent part, through adherence to
the following:
|
| our
registration statement/proxy statement filed for our Business Combination transaction would
disclose the possibility that our Sponsor, initial shareholders, directors, officers, advisors
and their affiliates may purchase Public Shares or warrants from Public Shareholders outside
the redemption process, along with the purpose of such purchases; | |
|
| if
our Sponsor, initial shareholders, directors, officers, advisors and their affiliates were
to purchase Public Shares or warrants from Public Shareholders, they would do so at a price
no higher than the price offered through our redemption process; | |
|
| our
registration statement/proxy statement filed for our Business Combination transaction would
include a representation that any of our securities purchased by our Sponsor, initial shareholders,
directors, officers, advisors and their affiliates would not be voted in favor of approving
the Business Combination transaction; | |
|
| our
Sponsor, initial shareholders, directors, officers, advisors and their affiliates would not
possess any redemption rights with respect to our securities or, if they do acquire and possess
redemption rights, they would waive such rights; and | |
|
| we
would disclose in a Form 8-K, before our security holder meeting to approve the Business
Combination transaction, the following material items: | |
|
| the
amount of our securities purchased outside of the redemption offer by our Sponsor, initial
shareholders, directors, officers, 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; | |
18
|
| 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 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.
**
*You
will not be entitled to protections normally afforded to investors of other blank check companies subject to Rule 419 of the Securities
Act.*
Since
the net proceeds of the IPO and the sale of the Private Placement Warrants are intended to be used to complete one or more initial Business
Combinations with a target business or businesses that have not been selected, we may be deemed to be a blank check company
under the United States securities laws. However, we are exempt from rules promulgated by the SEC to protect investors in blank check
companies, such as Rule 419. Accordingly, investors will not be afforded the benefits or protections of those rules. Among other things,
this means we will have a longer period of time to complete our initial Business Combinations than do companies subject to Rule 419.
Moreover, if the IPO had been subject to Rule 419, 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 Class A Ordinary Shares, you may lose
the ability to redeem all such shares in excess of 15% of our Class A Ordinary Shares.*
If
we seek shareholder approval of our initial Business Combination and we do not conduct redemptions in connection with our initial Business
Combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provide that a Public
Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as
a group (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect
to more than an aggregate of 15% of the shares sold in the IPO without our prior consent, which we refer to as the Excess Shares.
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.
19
Your
inability to redeem the Excess Shares will reduce your influence over our ability to complete our initial Business Combination and you
could suffer a material loss on your investment in us if you sell Excess Shares in open market transactions. Additionally, you will not
receive redemption distributions with respect to the Excess Shares if we complete our initial Business Combination. And as a result,
you will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares, would be required to sell your
shares in open market transactions, potentially at a loss.
**
*Because
of our limited resources and the significant competition for Business Combination opportunities, it may be more difficult for us to complete
our initial Business Combination. If we are unable to complete our initial Business Combination, our Public Shareholders may receive
only their pro rata portion of the funds in the Trust Account that are available for distribution to Public Shareholders, and our warrants
will expire worthless.*
We
expect to encounter competition from other entities having a business objective similar to ours, including private investors (which may
be individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing for
the types of businesses we intend to acquire. Many of these individuals and entities are well-established and have extensive experience
in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries.
Many of these competitors possess similar or greater technical, human and other resources to ours or more local industry knowledge than
we do and our financial resources are relatively limited when contrasted with those of many of these competitors. While we believe there
are numerous target businesses we could potentially acquire with the net proceeds of the IPO and the sale of the Private Placement Warrants,
our ability to compete with respect to the acquisition of certain target businesses that are sizable will be limited by our available
financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses.
Furthermore, we are obligated to offer holders of our Public Shares the right to redeem their shares for cash at the time of our initial
Business Combination in conjunction with a shareholder vote or via a tender offer. Target companies will be aware that this may reduce
the resources available to us for our initial Business Combination. Any of these obligations may place us at a competitive disadvantage
in successfully negotiating a Business Combination. If we are unable to complete our initial Business Combination, our Public Shareholders
may receive only their *pro rata* portion of the funds in the Trust Account that are available for distribution to Public Shareholders,
and our warrants will expire worthless.
**
*As
the number of special purpose acquisition companies evaluating targets increases, attractive targets may become scarcer and there may
be more competition for attractive targets. This could increase the cost of our initial Business Combination and could even result in
our inability to find a target or to consummate an initial Business Combination.*
In
recent years, the number of special purpose acquisition companies that have been formed has increased substantially. Many potential targets
for special purpose acquisition companies have already entered into an initial Business Combination, and there are still many special
purpose acquisition companies preparing for an IPO, as well as many such companies currently in registration. As a result, at times,
fewer attractive targets may be available to consummate an initial Business Combination.
In
addition, because there are more special purpose acquisition companies seeking to enter into an initial Business Combination with available
targets, the competition for available targets with attractive fundamentals or business models may increase, which could cause targets
companies to demand improved financial terms. Attractive deals could also become scarcer for other reasons, such as economic or industry
sector downturns, geopolitical tensions, or increases in the cost of additional capital needed to close Business Combinations or operate
targets post-Business Combination. This could increase the cost of, delay or otherwise complicate or frustrate our ability to find and
consummate an initial Business Combination, and may result in our inability to consummate an initial Business Combination on terms favorable
to our investors altogether.
**
**
20
**
*If
the net proceeds of the IPO not being held in the Trust Account are insufficient to allow us to operate for at least the duration of
the Completion Window, it could limit the amount available to fund our search for a target business or businesses and complete our initial
Business Combination, and we will depend on loans from our Sponsor or management team to fund our search and to complete our initial
Business Combination.*
As
of December 31, 2025, $100,985 was available to us outside the Trust Account to fund our working capital requirements. We believe that
the funds available to us outside of the Trust Account will be sufficient to allow us to operate for at least the duration of the Completion
Window; however, we cannot assure you that our estimate is accurate. Of the funds available to us, we could use a portion of the funds
available to us to pay fees to consultants to assist us with our search for a target business. We could also use a portion of the funds
as a down payment or to fund a no-shop provision (a provision in letters of intent or merger agreements designed to keep
target businesses from shopping around for transactions with other companies or investors on terms more favorable to such
target businesses) with respect to a particular proposed Business Combination, although we do not have any current intention to do so.
If we entered into a letter of intent or merger agreement where we paid for the right to receive exclusivity from a target business and
were subsequently required to forfeit such funds (whether as a result of our breach or otherwise), we might not have sufficient funds
to continue searching for, or conduct due diligence with respect to, a target business.
If
we are required to seek additional capital, we would need to borrow funds from our Sponsor, management team or other third parties to
operate or may be forced to liquidate. Neither our Sponsor, members of our management team nor any of their affiliates is under any obligation
to advance funds to us in such circumstances. Any such advances would be repaid only from funds held outside the Trust Account or from
funds released to us upon completion of our initial Business Combination. Up to $1,500,000 of such loans may be convertible into Private
Placement Warrants of the post-Business Combination entity at a price of $1.00 per warrant, at the option of the lender. The warrants
would be identical to the Private Placement Warrants, including as to exercisability and exercise price. Prior to the completion of our
initial Business Combination, we do not expect to seek loans from parties other than our Sponsor or an affiliate of our Sponsor, as we
do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds
in our Trust Account. If we are unable to complete our initial Business Combination because we do not have sufficient funds available
to us, we will be forced to liquidate the Trust Account. Consequently, our Public Shareholders may only receive an estimated $10.00 per
share, or possibly less, on our redemption of our Public Shares, and our warrants will expire worthless.
**
*If
third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per- share redemption amount received
by shareholders may be less than $10.00 per share.*
Our
placing of funds in the Trust Account may not protect those funds from third party claims against us. Although we will seek to have all
vendors, service providers (except for our independent registered public accounting firm), 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. The underwriters of the initial
public as well as our registered independent public accounting firm will not execute agreements with us waiving such claims to the monies
held in the Trust Account.
Examples
of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant
whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would
agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition,
there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of,
any negotiations, contracts or agreements with us and will not seek recourse against the Trust Account for any reason. Upon redemption
of our Public Shares, if we are unable to complete our initial Business Combination within the prescribed timeframe, or upon the exercise
of a redemption right in connection with our initial Business Combination, we will be required to provide for payment of claims of creditors
that were not waived that may be brought against us within the 10 years following redemption.
21
Accordingly,
the per-share redemption amount received by Public Shareholders could be less than the $10.00 per Public Share initially held in the
Trust Account, due to claims of such creditors. Pursuant to the letter agreement, our Sponsor has agreed that it will be liable to us
if and to the extent any claims by a third party for services rendered or products sold to us (except for the companys independent
auditors), or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar
agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public
Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if
less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, *provided that* such liability
will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies
held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters
of the IPO against certain liabilities, including liabilities under the Securities Act. However, we have not asked our Sponsor to reserve
for such indemnification obligations, nor have we independently verified whether our Sponsor has sufficient funds to satisfy its indemnity
obligations and we believe that our Sponsors only assets are securities of our company. Therefore, we cannot assure you that our
Sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the Trust Account,
the funds available for our initial Business Combination and redemptions could be reduced to less than $10.00 per Public Share. In such
event, we may not be able to complete our initial Business Combination, and you would receive such lesser amount per share in connection
with any redemption of your Public Shares. None of our officers or directors will indemnify us for claims by third parties including,
without limitation, claims by vendors and prospective target businesses.
**
*Our
directors may decide not to enforce the indemnification obligations of our Sponsor, resulting in a reduction in the amount of funds in
the Trust Account available for distribution to our Public Shareholders.*
In
the event that the proceeds in the Trust Account are reduced below the lesser of (i) $10.00 per share and the actual amount per Public
Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per Public Share due to reductions
in the value of the trust assets, in each case less taxes payable, 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 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 share.
**
*If,
after we distribute the proceeds in the Trust Account to our Public Shareholders, we file a bankruptcy or winding-up petition or an involuntary
bankruptcy or winding up petition is filed against us that is not dismissed, a bankruptcy or insolvency court may seek to recover such
proceeds, and the members of our board of directors may be viewed as having breached their fiduciary duties to our creditors, thereby
exposing the members of our board of directors and us to claims of punitive damages.*
If,
after we distribute the proceeds in the Trust Account to our Public Shareholders, we file a bankruptcy or winding-up petition or an involuntary
bankruptcy or winding up petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed
under applicable debtor/creditor and/or bankruptcy or insolvency laws as either a preferential transfer or a fraudulent
conveyance. As a result, a bankruptcy or insolvency court could seek to recover some or all amounts received by our shareholders.
In addition, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith,
by paying Public Shareholders from the Trust Account prior to addressing the claims of creditors, thereby exposing itself and us to claims
of punitive damages.
22
**
*If,
before distributing the proceeds in the Trust Account to our Public Shareholders, we file a bankruptcy or winding-up petition or an involuntary
bankruptcy or winding up petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority
over the claims of our shareholders and the per-share amount that would otherwise be received by our shareholders in connection with
our liquidation may be reduced.*
If,
before distributing the proceeds in the Trust Account to our Public Shareholders, we file a bankruptcy or winding-up petition or an involuntary
bankruptcy or winding up petition is filed against us that is not dismissed, the proceeds held in the Trust Account could be subject
to applicable bankruptcy or insolvency law, and may be included in our bankruptcy estate and subject to the claims of third parties with
priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the Trust Account, the per-share amount that
would otherwise be received by our shareholders in connection with our liquidation may be reduced.
**
*Changes
in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability
to negotiate and complete our initial business combination, and results of operations.*
We
are subject to laws and regulations enacted by national, regional and local governments. In particular, we will be required to comply
with certain SEC and other legal requirements and numerous complex tax laws. Compliance with, and monitoring of, applicable laws and
regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also
change from time to time and those changes could have a material adverse effect on our business, investments and results of operations.
In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect
on our business, including our ability to negotiate and complete our initial business combination, and results of operations.
On
January 24, 2024, the SEC adopted a series of new rules relating to SPACs (the SPAC Rules) requiring, among other items,
(i) additional disclosures relating to SPAC business combination transactions; (ii) additional disclosures relating to dilution and to
conflicts of interest involving sponsors and their affiliates in both SPAC initial public offerings and de-SPAC transactions; (iii) the
use of projections by SPACs in SEC filings in connection with proposed business combination transactions; and (iv) both the SPAC and
the target companys status as co-registrants on de-SPAC registration statements.
In
addition, the SECs adopting release provided guidance describing circumstances in which a SPAC could become subject to regulation
under the Investment Company Act, including its duration, asset composition, business purpose, and the activities of the SPAC and its
management team in furtherance of such goals.
Compliance
with the SPAC Rules and related guidance may increase the costs of and the time needed to negotiate and complete an initial business
combination and may constrain the circumstances under which we could complete an initial business combination.
**
*If
we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements
and our activities may be restricted, which may make it difficult for us to complete our initial business combination.*
As
described in the risk factor above entitled *Changes in laws or regulations, or a failure to comply with any laws and regulations,
may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations*,
the SECs adopting release with respect to the SPAC Rules provided guidance describing the extent to which SPACs could become subject
to regulation under the Investment Company Act and the regulations thereunder. Whether a SPAC is an investment company will be a question
of facts and circumstances. If our facts and circumstances change over time, we will update our disclosure to reflect how those changes
impact the risk that we may be considered to be operating as an unregistered investment company. We can give no assurance that a claim
will not be made that we have been operating as an unregistered investment company.
If
we are deemed to be an investment company under the Investment Company Act, we may have to change our operations, wind down our operations,
or register as an investment company under the Investment Company Act. Our activities may be restricted, including:
|
| restrictions
on the nature of our investments; and | |
|
| restrictions
on the issuance of securities, each of which may make it difficult for us to complete our
initial Business Combination. | |
23
|
| 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 rules and regulations. | |
In
order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must
ensure that we are engaged primarily in a business other than investing, reinvesting or trading 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. Our business will be to identify and
complete a Business Combination and thereafter to operate the post-transaction business or assets for the long term. We do not intend
to spend a considerable amount of time actively managing the assets in the Trust Account for the primary purpose of achieving investment
returns. We do not plan to buy businesses or assets with a view to resale or profit from their resale. We do not plan to buy unrelated
businesses or assets or to be a passive investor.
We
do not believe that our anticipated principal activities will subject us to the Investment Company Act. To this end, the proceeds held
in the Trust Account may only be held as cash, including in demand deposit accounts at a bank, or invested in U.S. government
securities within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money
market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S.
government treasury obligations; the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating
the intended Business Combination and may at any time be held as cash or cash items, including in demand deposit accounts at a bank.
Pursuant to the trust agreement, the trustee is not permitted to invest in other securities or assets. By restricting the investment
of the proceeds to these instruments, and by having a business plan targeted at acquiring and growing businesses for the long term (rather
than on buying and selling businesses in the manner of a merchant bank or private equity fund), we intend to avoid being deemed an investment
company within the meaning of the Investment Company Act. Investing in our securities is not intended for persons who are seeking
a return on investments in government securities or investment securities. The Trust Account is intended as a holding place for funds
pending the earliest to occur of: (i) the completion of our initial Business Combination; (ii) the redemption of any Public Shares properly
submitted in connection with an amendment of our amended and restated memorandum and articles of association (A) to modify the substance
or timing of our obligation to provide for the redemption of our Public Shares in connection with an initial Business Combination or
to redeem 100% of our Public Shares if we have not consummated our initial Business Combination within the completion window or (B) with
respect to any other material provisions relating to shareholders rights or pre-initial Business Combination activity; or (iii)
absent an initial Business Combination within the Completion Window, our return of the funds held in the Trust Account to our Public
Shareholders as part of our redemption of the Public Shares. If we do not invest the proceeds as discussed above, we may be deemed to
be subject to the Investment Company Act.
Further,
under the subjective test of a investment company pursuant to Section 3(a)(1)(A) of the Investment Company Act, even if
the funds deposited in the Trust Account were invested in the assets discussed above (U.S. government securities or money market funds
registered under the Investment Company Act), such assets, other than cash, are securities for purposes of the Investment
Company Act and, therefore, nevertheless, there is a risk that we could be deemed an unregistered investment company and subject to the
Investment Company Act at any time.
In
the adopting release for the SPAC Rules, the SEC provided guidance that a SPACs potential status as an investment company
depends on a variety of factors, such as a SPACs duration, asset composition, business purpose and activities and is a
question of facts and circumstances requiring individualized analysis. If we were deemed to be an unregistered investment company
and subject to compliance with and regulation under the Investment Company Act, we would be subject to additional regulatory burdens
and expenses for which we have not allotted funds. Unless we are able to modify our activities so that we would not be deemed an investment
company, we would either register as an investment company or wind-down and abandon our efforts to complete a Business Combination and
instead liquidate the Trust Account. As a result, our Public Shareholders may only receive their pro rata portion of the funds in the
Trust Account that are available for distribution to Public Shareholders and would be unable to realize the potential benefits of an
initial Business Combination, including the possible appreciation of the combined companys securities.
**
**
24
**
*Our
shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption
of their shares.*
If
we are forced to enter into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment
if it was proved that immediately following the date on which the distribution was made, we were unable to pay our debts as they fall
due in the ordinary course of business. As a result, a liquidator could seek to recover some or all amounts received by our shareholders.
Furthermore, our directors may be viewed as having breached their fiduciary duties to us or our creditors and/or may have acted in bad
faith, thereby exposing themselves and our company to claims, by paying Public Shareholders from the Trust Account prior to addressing
the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons. We and our directors and
officers who knowingly and willfully authorized or permitted any distribution to be paid out of our share premium account while we were
unable to pay our debts as they fall due in the ordinary course of business would be guilty of an offence and may be liable to a fine
of approximately $18,293 and to imprisonment for five years in the Cayman Islands.
**
*We
may not hold an annual general meeting until after the consummation of our initial Business Combination, which could delay the opportunity
for our shareholders to appoint directors.*
In
accordance with the Nasdaqs 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 the Nasdaq. There is no requirement under the Companies
Act for us to hold annual or extraordinary general meetings to appoint directors. Until we hold an annual general meeting, Public Shareholders
may not be afforded the opportunity to appoint directors and to discuss company affairs with management. Our board of directors is divided
into three classes with only one class of directors being elected 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 Class A Ordinary Shares, our Public Shareholders
will not have the right to vote on the election of directors 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 specific 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. 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 unstable business or an entity lacking an established record of sales
or earnings, we may be affected by the risks inherent in the business and operations of a financially unstable or a development stage
entity. In 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 Units will ultimately prove to be more favorable to investors
than a direct investment, if such opportunity were available, in a Business Combination target.
25
Accordingly,
any shareholders or warrant holders who choose to remain shareholders or warrant holders following the Business Combination could suffer
a reduction in the value of their securities. Such shareholders or warrant holders 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
materials or tender offer documents, as applicable, relating to the Business Combination contained an actionable material misstatement
or material omission.
**
*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 legal reasons, it may be more difficult for us to attain shareholder approval of
our initial Business Combination if the target business does not meet our general criteria and guidelines. If we are unable to complete
our initial Business Combination, our Public Shareholders may only receive their *pro rata* portion of the funds in the Trust Account
that are available for distribution to Public Shareholders, and our warrants will expire worthless.
**
*We
may not be required to obtain an opinion from an independent investment banking firm or from a valuation or appraisal firm, and consequently,
you may have no assurance from an independent source that the consideration we are paying for the business is fair to our company from
a financial point of view.*
Unless
we complete our initial Business Combination with an affiliated (as defined in our amended and restated memorandum and articles of association)
entity or our board of directors cannot independently determine the fair market value of the target business or businesses (including
with the assistance of financial advisors), we are not required to obtain an opinion from an independent investment banking firm which
is a member of FINRA or from another independent entity that commonly renders valuation opinions that the consideration we are paying
is fair to our company from a financial point of view. If no opinion is obtained, our shareholders will be relying on the judgment of
our board of directors, who will determine fair market value based on standards generally accepted by the financial community. Such standards
used will be disclosed in our proxy materials or tender offer documents, as applicable, related to our initial Business Combination.
**
*We
may issue notes or other debt securities, or otherwise incur substantial debt, to complete a Business Combination, which may adversely
affect our leverage and financial condition and thus negatively impact the value of our shareholders investment in us.*
Although
we have no commitments as of the date of this Form 10-K to issue any notes or other debt securities, or to otherwise incur outstanding
debt, we may choose to incur substantial debt to complete our initial Business Combination. We and our officers have agreed that we will
not incur any indebtedness unless we have obtained from the lender a waiver of any right, title, interest or claim of any kind in or
to the monies held in the Trust Account. As such, no issuance of debt will affect the per share amount available for redemption from
the Trust Account. Nevertheless, 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; | |
26
|
| 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 is payable on
demand; | |
|
| our
inability to obtain necessary additional financing if the debt contains covenants restricting
our ability to obtain such financing while the debt is outstanding; | |
|
| our
inability to pay dividends on our Class A Ordinary Shares; | |
|
| using
a substantial portion of our cash flow to pay principal and interest on our debt, which will
reduce the funds available for dividends on our Class A Ordinary Shares if declared, expenses,
capital expenditures, acquisitions and other general corporate purposes; | |
|
| limitations
on our flexibility in planning for and reacting to changes in our business and in the industry
in which we operate; | |
|
| increased
vulnerability to adverse changes in general economic, industry and competitive conditions
and adverse changes in government regulation; and | |
|
| limitations
on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions,
debt service requirements, execution of our strategy and other purposes and other disadvantages
compared to our competitors who have less debt. | |
**
*We
may only be able to complete one Business Combination with the proceeds of the IPO and the sale of the Private Placement Warrants, which
will cause us to be solely dependent on a single business which may have a limited number of products or services. This lack of diversification
may negatively impact our operations and profitability.*
We
may effectuate our initial Business Combination with a single target business or multiple target businesses simultaneously or within
a short period of time. However, we may not be able to effectuate our initial Business Combination with more than one target business
because of various factors, including the existence of complex accounting issues and the requirement that we prepare and file *pro
forma* financial statements with the SEC that present operating results and the financial condition of several target businesses as
if they had been operated on a combined basis. By completing our initial Business Combination with only a single entity, our lack of
diversification may subject us to numerous economic, competitive and regulatory developments. Further, we would not be able to diversify
our operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources
to complete several Business Combinations in different industries or different areas of a single industry. Accordingly, the prospects
for our success may be:
|
| solely
dependent upon the performance of a single business, property or asset, or | |
|
| dependent
upon the development or market acceptance of a single or limited number of products, processes
or services. | |
This
lack of diversification may subject us to numerous economic, competitive and regulatory risks, any or all of which may have a substantial
adverse impact upon the particular industry in which we may operate subsequent to our initial Business Combination.
**
*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.
**
**
27
**
*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 do not provide a specified maximum redemption threshold. In addition, 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 Class A Ordinary Shares that are validly submitted for redemption
plus any amount required to satisfy cash conditions pursuant to the terms of the proposed Business Combination exceed the aggregate amount
of cash available to us, we will not complete the Business Combination or redeem any shares in connection with such initial Business
Combination, all Class A Ordinary Shares submitted for redemption will be returned to the holders thereof, and we instead may search
for an alternate Business Combination.
**
*In
order to effectuate an initial Business Combination, special purpose acquisition companies have, in the recent past, amended various
provisions of their charters and other governing instruments, including their warrant agreements. We cannot assure you that we will not
seek to amend our amended and restated memorandum and articles of association or governing instruments in a manner that will make it
easier for us to complete our initial Business Combination that our shareholders may not support.*
In
order to effectuate a Business Combination, special purpose acquisition companies have, in the recent past, amended various provisions
of their charters and governing instruments, including their warrant agreements. For example, special purpose acquisition companies have
amended the definition of Business Combination, increased redemption thresholds and extended the time to consummate an initial Business
Combination and, with respect to their warrants, amended their warrant agreements to require the warrants to be exchanged for cash and/or
other securities. Certain amendments to our amended and restated memorandum and articles of association requires a special resolution
under Cayman Islands law, which requires the affirmative vote of at least two-thirds of our ordinary shares which are represented in
person or by proxy and are voted at a general meeting of the company, and amending our warrant agreement requires a vote of holders of
at least 50% of the Public Warrants and, solely with respect to any amendment to the terms of the Private Placement Warrants or any provision
of the warrant agreement with respect to the Private Placement Warrants, 50% of the number of the then outstanding Private Placement
Warrants (including the vote or written consent of Cantor). 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 for cash if we propose an amendment
to our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to redeem
100% of our Public Shares if we do not complete an initial Business Combination within the Completion Window or (B) with respect to any
other material provisions relating to shareholders rights or pre-initial Business Combination activity. To the extent any of such
amendments would be deemed to fundamentally change the nature of the securities offered through the registration statement filed in connection
with our IPO, 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.
**
**
28
**
*The
provisions of our amended and restated memorandum and articles of association that relate to our pre- Business Combination activity (and
corresponding provisions of the agreement governing the release of funds from our Trust Account) may be amended with the approval of
holders of not less than two-thirds of our ordinary shares which are represented in person or by proxy and are voted at a general meeting
of the company, which is a lower amendment threshold than that of some other special purpose acquisition companies. It may be easier
for us, therefore, to amend our amended and restated memorandum and articles of association to facilitate the completion of an initial
Business Combination that some of our shareholders may not support.*
Our
amended and restated memorandum and articles of association provide that any of its provisions related to pre-Business Combination activity
(including the requirement to deposit proceeds of the IPO and the private placement of warrants into the Trust Account and not release
such amounts except in specified circumstances, and to provide redemption rights to Public Shareholders as described herein) and corresponding
provisions of the trust agreement governing the release of funds from our Trust Account may be amended if approved by special resolution,
under Cayman Islands law passed by the affirmative vote of at least two-thirds of our ordinary shares which are represented in person
or represented by proxy and are voted at a general meeting of the company. Our initial shareholders, who collectively beneficially own
20% of our ordinary shares, will participate in any vote to amend our amended and restated memorandum and articles of association and/or
trust agreement and will have the discretion to vote in any manner they choose. As a result, we may be able to amend the provisions of
our amended and restated memorandum and articles of association which govern our pre-Business Combination behavior more easily than some
other special purpose acquisition companies, and this may increase our ability to complete a Business Combination with which you do not
agree. Our shareholders may pursue remedies against us for any breach of our amended and restated memorandum and articles of association.
Our
Sponsor, officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our
amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption
in connection with our initial Business Combination or to redeem 100% of our Public Shares if we do not complete our initial Business
Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders rights
or pre-initial Business Combination activity, unless we provide our Public Shareholders with the opportunity to redeem their Class A
Ordinary Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit
in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be 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 directors for any breach of
these agreements. As a result, in the event of a breach, our shareholders would need to pursue a shareholder derivative action, subject
to applicable law.
**
*Certain
agreements entered into at the time of our IPO may be amended without shareholder approval.*
Each
of the agreements we entered into at the time of our IPO, other than the warrant agreement and the investment management trust agreement,
may be amended without shareholder approval. Such agreements are: the underwriting agreement; the letter agreement among us and our initial
shareholders, Sponsor, officers and directors; the registration rights agreement among us and our initial shareholders; the Private Placement
Warrants purchase agreement between us and our Sponsor; and the administrative services agreement among us, our Sponsor and an affiliate
of our Sponsor. These agreements contain various provisions that our Public Shareholders might deem to be material. For example, our
letter agreement and the underwriting agreement contain certain lock-up provisions with respect to the Founder Shares, Private Placement
Warrants and other securities held by our initial shareholders, Sponsor, officers and directors. Amendments to such agreements would
require the consent of the applicable parties thereto and would need to be approved by our board of directors, which may do so for a
variety of reasons, including to facilitate our initial Business Combination. While we do not expect our board of directors to approve
any amendment to any of these agreements prior to our initial Business Combination, it may be possible that our board of directors, in
exercising its business judgment and subject to its fiduciary duties, chooses to approve one or more amendments to any such agreement.
Any amendment entered into in connection with the consummation of our initial Business Combination will be disclosed in our proxy materials
or tender offer documents, as applicable, related to such initial Business Combination, and any other material amendment to any of our
material agreements will be disclosed in a filing with the SEC. Any such amendments would not require approval from our shareholders,
may result in the completion of our initial Business Combination that may not otherwise have been possible, and may have an adverse effect
on the value of an investment in our securities. For example, amendments to the lock-up provision discussed above may result in our initial
shareholders selling their securities earlier than they would otherwise be permitted, which may have an adverse effect on the price of
our securities.
29
**
*We
may be unable to obtain additional financing to complete our initial Business Combination or to fund the operations and growth of a target
business, which could compel us to restructure or abandon a particular Business Combination.*
We
have not selected any specific Business Combination target but intend to target businesses with enterprise values that are greater than
we could acquire with the net proceeds of the IPO and the sale of the Private Placement Warrants. As a result, if the cash portion of
the purchase price exceeds the amount available from the Trust Account, net of amounts needed to satisfy any redemption by Public Shareholders,
we may be required to seek additional financing to complete such proposed initial Business Combination. We cannot assure you that such
financing will be available on acceptable terms, if at all. To the extent that additional financing proves to be unavailable when needed
to complete our initial Business Combination, we would be compelled to either restructure the transaction or abandon that particular
Business Combination and seek an alternative target business candidate. Further, we may be required to obtain additional financing in
connection with the closing of our initial Business Combination for general corporate purposes, including for maintenance or expansion
of operations of the post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our
initial Business Combination, or to fund the purchase of other companies. If we are unable to complete our initial Business Combination,
our Public Shareholders may only receive their *pro rata* portion of the funds in the Trust Account that are available for distribution
to Public Shareholders, and our warrants will expire worthless. In addition, even if we do not need additional financing to complete
our initial Business Combination, we may require such financing to fund the operations or growth of the target business. The failure
to secure additional financing could have a material adverse effect on the continued development or growth of the target business. None
of our officers, directors or shareholders is required to provide any financing to us in connection with or after our initial Business
Combination.
**
*Our
initial shareholders control a substantial interest in us and thus may exert a substantial influence on actions requiring a shareholder
vote, potentially in a manner that you do not support.*
Our
initial shareholders own 20% of our issued and outstanding ordinary shares. Accordingly, they may exert a substantial influence on actions
requiring a shareholder vote, potentially in a manner that you do not support, including amendments to our amended and restated memorandum
and articles of association. In addition, prior to the closing of our initial Business Combination, only holders of our Founder Shares
will have the right to vote to continue the company in a jurisdiction outside the Cayman Islands. This provision of our amended and restated
memorandum and articles of association may only be amended by a special resolution passed by not less than 90% of our ordinary shares
which are represented in person or by proxy and are voted at our general meeting. As a result, you will not have any influence over our
continuation in a jurisdiction outside the Cayman Islands prior to our initial Business Combination.
If
our initial shareholders purchase any additional Class A Ordinary Shares in the aftermarket or in privately negotiated transactions,
this would increase their control. Neither our initial shareholders nor, to our knowledge, any of our officers or directors, have any
current intention to purchase additional securities, other than as disclosed in this Form 10-K.
Factors
that would be considered in making such additional purchases would include consideration of the current trading price of our Class A
Ordinary Shares. In addition, our board of directors, whose members were appointed by our Sponsor, is and will be divided into three
classes, each of which will generally serve for a term for three years with only one class of directors being appointed in each year.
We may not hold an annual or extraordinary general meeting to appoint new directors prior to the completion of our initial Business Combination,
in which case all of the current directors will continue in office until at least the completion of the Business Combination. If there
is an annual general meeting, as a consequence of our staggered board of directors, only a minority of the board of directors
will be considered for appointment and our initial shareholders, because of their ownership position, will have considerable influence
regarding the outcome. Accordingly, our initial shareholders will continue to exert control at least until the completion of our initial
Business Combination.
**
**
30
**
*We
may not be able to complete an initial Business Combination since such initial Business Combination may be subject to regulatory review
and approval requirement, including foreign investment regulations and review by government entities such as the Committee on Foreign
Investment in the United States (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 on-among
other factors-the nature and structure of the transaction, including the level of beneficial ownership interest and the
nature of any information or governance rights involved. For example, investments that result in control of a U.S. business
by a foreign person always are subject to CFIUS jurisdiction. CFIUSs expanded jurisdiction under the Foreign Investment Risk Review
Modernization Act of 2018 and implementing regulations that became effective on February 13, 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.
Our
Sponsor owns approximately 19.6% of our issued and outstanding ordinary shares. Our sponsor is exclusively controlled for
CFIUS purposes by Mr. Gomberg, who is a U.S. citizen, and thus we do not believe that our sponsor is a foreign person as
defined in the CFIUS regulations. However, it is possible that non-U.S. persons could be involved in our initial Business Combination
(e.g., as existing shareholders of a target company or as PIPE investors), which may increase the risk that our initial Business Combination
becomes subject to regulatory review, including review by CFIUS. As such, an initial Business Combination with a U.S. business or foreign
business with U.S. subsidiaries that we may wish to pursue may be subject to CFIUS review. If a particular proposed initial Business
Combination with a U.S. business falls within CFIUSs jurisdiction, we may determine that we are required to make a mandatory filing
or that we will submit to CFIUS review on a voluntary basis, or to proceed with the transaction without submitting to CFIUS and risk
CFIUS intervention, before or after closing the transaction. CFIUS may decide to block or delay our proposed initial Business Combination,
impose conditions with respect to such initial Business Combination or request the President of the 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. 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, as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares
for a pro rata portion of the funds held in the Trust Account, subject to our obligations under Cayman Islands law to provide for claims
of creditors and the requirements of other applicable law. In such event, our shareholders will miss the opportunity to benefit from
an investment in a target company and the appreciation in value of such investment. Additionally, our warrants may be worthless.
31
**
*Because
we must furnish our shareholders with target business financial statements, we may lose the ability to complete an otherwise advantageous
initial Business Combination with some prospective target businesses.*
The
federal proxy rules require that the proxy statement with respect to the vote on an initial Business Combination include historical and
*pro forma* financial statement disclosure. We will include the same financial statement disclosure in connection with our tender
offer documents, whether or not they are required under the tender offer rules. These financial statements may be required to be prepared
in accordance with, or be reconciled to, accounting principles generally accepted in the United States of America (GAAP),
or international financial reporting standards as issued by the International Accounting Standards Board (IFRS), depending
on the circumstances and the historical financial statements may be required to be audited in accordance with the standards of the Public
Company Accounting Oversight Board (United States) (PCAOB). These financial statement requirements may limit the pool of
potential target businesses we may acquire because some targets may be unable to provide such financial statements in time for us to
disclose such statements in accordance with federal proxy rules and complete our initial Business Combination within the prescribed time
frame.
**
*Compliance
obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate our initial Business Combination, require substantial
financial and management resources, and increase the time and costs of completing an initial Business Combination.*
Section
404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with this Form 10-K.
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.
**
*We
may seek Business Combination opportunities with a high degree of complexity that require significant operational improvements, which
could delay or prevent us from achieving our desired results.*
We
may seek Business Combination opportunities with large, highly complex companies that we believe would benefit from operational improvements.
While we intend to implement such improvements, to the extent that our efforts are delayed or we are unable to achieve the desired improvements,
the Business Combination may not be as successful as we anticipate.
To
the extent we complete our initial Business Combination with a large complex business or entity with a complex operating structure, we
may also be affected by numerous risks inherent in the operations of the business with which we combine, which could delay or prevent
us from implementing our strategy. Although our management team will endeavor to evaluate the risks inherent in a particular target business
and its operations, we may not be able to properly ascertain or assess all of the significant risk factors until we complete our Business
Combination. If we are not able to achieve our desired operational improvements, or the improvements take longer to implement than anticipated,
we may not achieve the gains that we anticipate. Furthermore, some of these risks and complexities may be outside of our control and
leave us with no ability to control or reduce the chances that those risks and complexities will adversely impact a target business.
Such combination may not be as successful as a combination with a smaller, less complex organization.
**
**
32
**
*Our
initial Business Combination and our structure thereafter may not be tax-efficient to our shareholders and warrant holders. As a result
of our Business Combination, our tax obligations may be more complex, burdensome and uncertain.*
Although
we will attempt to structure our initial Business Combination in a tax-efficient manner, tax structuring considerations are complex,
the relevant facts and law are uncertain and may change, and we may prioritize commercial and other considerations over tax considerations.
For example, in connection with our initial Business Combination and subject to any requisite shareholder approval, we may structure
our Business Combination in a manner that requires shareholders and/or warrant holders to recognize gain or income for tax purposes,
effect a Business Combination with a target company in another jurisdiction, or reincorporate in a different jurisdiction (including,
but not limited to, the jurisdiction in which the target company or business is located). We do not intend to make any cash distributions
to shareholders or warrant holders to pay taxes in connection with our Business Combination or thereafter. Accordingly, a shareholder
or a warrant holder may need to satisfy any liability resulting from our initial Business Combination with cash from its own funds or
by selling all or a portion of the shares or warrants received. In addition, shareholders and warrant holders may also be subject to
additional income, withholding or other taxes with respect to their ownership of us after our initial Business Combination.
In
addition, we may effect a Business Combination with a target company that has business operations outside of the United States, and possibly,
business operations in multiple jurisdictions. If we effect such a Business Combination, we could be subject to significant income, withholding
and other tax obligations in a number of jurisdictions with respect to income, operations and subsidiaries related to those jurisdictions.
Due
to the complexity of tax obligations and filings in other jurisdictions, we may have a heightened risk related to audits or examinations
by U.S. federal, state, local and non-U.S. taxing authorities. This additional complexity and risk could have an adverse effect on our
after-tax profitability and financial condition.
Risks
Relating to the Post-Business Combination Company
**
*Subsequent
to our completion of our initial Business Combination, we may be required to take write-downs or write-offs, restructuring and impairment
or other charges that could have a significant negative effect on our financial condition, results of operations and the price of our
securities, which could cause you to lose some or all of your investment.*
Even
if we conduct due diligence on a target business with which we combine, we cannot assure you that this diligence will identify all material
issues that may be present with 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 or
warrant holders who choose to remain shareholders or warrant holders following the Business Combination could suffer a reduction in the
value of our securities. Such shareholders or warrant holders 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 materials or tender
offer documents, as applicable, relating to the Business Combination contained an actionable material misstatement or material omission.
33
**
*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.*
Prior
to our IPO, our Sponsor paid a nominal aggregate purchase price of $25,000 for the Founder Shares, or approximately $0.004 per share.
As a result, the value of your Public Shares may be significantly diluted upon the consummation of our initial Business Combination,
when the Founder Shares are converted into Class A Ordinary Shares. For example, the following table shows the dilutive effect of the
Founder Shares on the implied value of the Public Shares upon the consummation of our initial Business Combination assuming that our
equity value at that time is $273,812,500 (following payment of $13,687,500 of deferred underwriting commissions), which is the amount
we would have for our initial Business Combination in the Trust Account assuming no interest is earned on the funds held in the Trust
Account and no Public Shares are redeemed in connection with our initial Business Combination, and without taking into account any other
potential impacts on our valuation at such time, such as the trading price of our Public Shares, the Business Combination transaction
costs, any equity issued or cash paid to the targets sellers or other third parties, or the targets business itself, including
its assets, liabilities, management and prospects, as well as the value of our public and private warrants. At such valuation, each of
our ordinary shares would have an implied value of $7.62 per share upon consummation of our initial Business Combination, which is a
23.8% decrease as compared to the initial implied value per Public Share (after taking into consideration the payment of the deferred
underwriting commission) of $10.00.
|
Public Shares | |
| 28,750,000 | | |
|
Founder Shares | |
| 7,187,500 | | |
|
Total shares | |
| 35,937,500 | | |
|
Total funds in trust available for initial Business Combination (after payment of deferred underwriting commissions) | |
$ | 273,812,500 | | |
|
Initial implied value per Public Share | |
$ | 10.00 | | |
|
Implied value per share upon consummation of initial Business Combination | |
$ | 7.62 | | |
*The
value of the Founder Shares following completion of our initial Business Combination is likely to be substantially higher than the nominal
price paid for them, even if the trading price of our ordinary at such time is substantially less than $10.00 per share.*
As
a result of the IPO, our Sponsor has invested in us an aggregate of $4,525,000, comprised of the $25,000 purchase price for the Founder
Shares and the $4,500,000 purchase price for the Private Placement Warrants. Assuming a trading price of $10.00 per share upon consummation
of our initial Business Combination, the 7,187,500 Founder Shares would have an aggregate implied value of $70,187,500. Even if the trading
price of our ordinary shares were as low as $0.63 per share, and the Private Placement Warrants are worthless, the value of the Founder
Shares would be equal to the Sponsors initial investment in us. As a result, 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. Accordingly, our management team, which
owns 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.
**
*Resources
could be wasted in researching Business Combinations that are not completed, which could materially adversely affect subsequent attempts
to locate and acquire or merge with another business. If we are unable to complete our initial Business Combination, our Public Shareholders
may only receive their pro rata portion of the funds in the Trust Account that are available for distribution to Public Shareholders,
and our warrants will expire worthless.*
We
anticipate that the investigation of each specific target business and the negotiation, drafting and execution of relevant agreements,
disclosure documents and other instruments will require substantial management time and attention and substantial costs for accountants,
attorneys and others. If we decide not to complete a specific initial Business Combination, the costs incurred up to that point for the
proposed transaction likely would not be recoverable. Furthermore, if we reach an agreement relating to a specific target business, we
may fail to complete our initial Business Combination for any number of reasons including those beyond our control. Any such event will
result in a loss to us of the related costs incurred which could materially adversely affect subsequent attempts to locate and acquire
or merge with another business. If we are unable to complete our initial Business Combination, our Public Shareholders may only receive
their pro rata portion of the funds in the Trust Account that are available for distribution to Public Shareholders, and our warrants
will expire worthless.
**
**
34
**
*Our
ability to successfully effect our initial Business Combination and to be successful thereafter will be dependent upon the efforts of
our key personnel, some of whom may join us following our initial Business Combination. The loss of key personnel could negatively impact
the operations and profitability of our post- combination business.*
Our
ability to successfully effect our initial Business Combination is dependent upon the efforts of our key personnel. The role of our key
personnel in the target business, however, cannot presently be ascertained. Although some of our key personnel may remain with the target
business in senior management or advisory positions following our initial Business Combination, it is likely that some or all of the
management of the target business will remain in place. While we intend to closely scrutinize any individuals we engage after our initial
Business Combination, we cannot assure you that our assessment of these individuals will prove to be correct. These individuals may be
unfamiliar with the requirements of operating a company regulated by the SEC, which could cause us to have to expend time and resources
helping them become familiar with such requirements.
**
*Our
key personnel may negotiate employment or consulting agreements with a target business in connection with a particular Business Combination,
and a particular Business Combination may be conditioned on the retention or resignation of such key personnel. These agreements may
provide for them to receive compensation following our initial Business Combination and as a result, may cause them to have conflicts
of interest in determining whether a particular Business Combination is the most advantageous.*
Our
key personnel may be able to remain with our company after the completion of our initial Business Combination only if they are able to
negotiate employment or consulting agreements in connection with the Business Combination. Such negotiations would take place simultaneously
with the negotiation of the Business Combination and could provide for such individuals to receive compensation in the form of cash payments
and/or our securities for services they would render to us after the completion of the Business Combination. Such negotiations also could
make such key personnels retention or resignation a condition to any such agreement. The personal and financial interests of such
individuals may influence their motivation in identifying and selecting a target business, subject to their fiduciary duties under Cayman
Islands law.
**
*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 or warrant holders who choose to remain shareholders or warrant holders following the Business Combination could suffer
a reduction in the value of their securities. Such shareholders or warrant holders are unlikely to have a remedy for such reduction in
value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care
or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy
solicitation or tender offer materials, as applicable, relating to the Business Combination contained an actionable material misstatement
or material omission.
**
*The
officers and directors of an acquisition candidate may resign upon completion of our initial Business Combination. The loss of a Business
Combination targets key personnel could negatively impact the operations and profitability of our post-combination business.*
The
role of an acquisition candidates key personnel upon the completion of our initial Business Combination cannot be ascertained
at this time. Although we contemplate that certain members of an acquisition candidates management team will remain associated
with the acquisition candidate following our initial Business Combination, it is possible that members of the management of an acquisition
candidate will not wish to remain in place.
**
**
35
**
*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 Class A Ordinary Shares in exchange for all of the outstanding capital stock
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 Class A Ordinary Shares, our shareholders immediately prior to such transaction
could own less than a majority of our outstanding Class A 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.
Risks
Relating to Acquiring and Operating a Business in Foreign Countries
**
*If
we effect our initial Business Combination with a company located outside of the United States, 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 United States for our initial Business Combination, we may
face additional burdens in connection with investigating, agreeing to and completing such initial Business Combination, and if we effect
such initial Business Combination, we would be subject to a variety of additional risks that may negatively impact our operations.
If
we pursue a target a company with operations or opportunities outside of the United States 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; | |
36
|
| tax
issues, such as tax law changes and variations in tax laws as compared to the United States; | |
|
| currency
fluctuations and exchange controls; | |
|
| rates
of inflation; | |
|
| challenges
in collecting accounts receivable; | |
|
| cultural
and language differences; | |
|
| employment
regulations; | |
|
| underdeveloped
or unpredictable legal or regulatory systems; | |
|
| corruption; | |
|
| protection
of intellectual property; | |
|
| social
unrest, crime, strikes, riots and civil disturbances; | |
|
| regime
changes and political upheaval; | |
|
| terrorist
attacks, natural disasters, widespread health emergencies and wars; and | |
|
| deterioration
of political relations with the United States. | |
We
may not be able to adequately address these additional risks. If we were unable to do so, we may be unable to complete such initial Business
Combination, or, if we complete such initial Business Combination, our operations might suffer, either of which may adversely impact
our business, financial condition and results of operations.
**
*If
we effect our initial Business Combination with a company located outside of the United States, we would be subject to a variety of additional
risks that may adversely affect us.*
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 may remain in place. Management of the target business may not be familiar
with United States securities laws. If new management is unfamiliar with United States 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.
**
*After
our initial Business Combination, substantially all of our assets may be located in a foreign country and substantially all of our revenue
will be derived from our operations in such country. Accordingly, our results of operations and prospects will be subject, to a significant
extent, to the economic, political and legal policies, developments and conditions in the country in which we operate.*
The
economic, political and social conditions, as well as government policies, of the country in which our operations are located could affect
our business. Economic growth could be uneven, both geographically and among various sectors of the economy and such growth may not be
sustained in the future. If in the future such countrys economy experiences a downturn or grows at a slower rate than expected,
there may be less demand for spending in certain industries. A decrease in demand for spending in certain industries could materially
and adversely affect our ability to find an attractive target business with which to consummate our initial Business Combination and
if we effect our initial Business Combination, the ability of that target business to become profitable.
**
**
37
**
*Exchange
rate fluctuations and currency policies may cause a target business ability to succeed in the international markets to be diminished.*
In
the event we acquire a non-U.S. target, all revenues and income would likely be received in a foreign currency, and the dollar equivalent
of our net assets and distributions, if any, could be adversely affected by reductions in the value of the local currency. The value
of the currencies in our target regions fluctuate and are affected by, among other things, changes in political and economic conditions.
Any change in the relative value of such currency against our reporting currency may affect the attractiveness of any target business
or, following consummation of our initial Business Combination, our financial condition and results of operations. Additionally, if a
currency appreciates in value against the dollar prior to the consummation of our initial Business Combination, the cost of a target
business as measured in dollars will increase, which may make it less likely that we are able to consummate such transaction.
**
*We
are subject to changing law and regulations regarding regulatory matters, corporate governance and public disclosure that have increased
both our costs and the risk of non-compliance.*
We
are subject to rules and regulations by various governing bodies, including, for example, the Securities and Exchange Commission, which
are charged with the protection of investors and the oversight of companies whose securities are publicly traded, and to new and evolving
regulatory measures under applicable law. Our efforts to comply with new and changing laws and regulations have resulted in and are likely
to continue to result in, increased general and administrative expenses and a diversion of management time and attention from revenue-
generating activities to compliance activities.
Moreover,
because these laws, regulations and standards are subject to varying interpretations, their application in practice may evolve over time
as new guidance becomes available. This evolution may result in continuing uncertainty regarding compliance matters and additional costs
necessitated by ongoing revisions to our disclosure and governance practices. If we fail to address and comply with these regulations
and any subsequent changes, we may be subject to penalty and our business may be harmed.
Risks
Relating to our Management Team
**
*We
may not have sufficient funds to satisfy indemnification claims of our directors and executive officers.*
We
have agreed to indemnify our officers and directors to the fullest extent permitted by law. However, our officers and directors have
agreed to waive any right, title, interest or claim of any kind in or to any monies in the Trust Account and to not seek recourse against
the Trust Account for any reason whatsoever. 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.
**
*Members
of our management team and board of directors have significant experience as board members, officers or executives of other companies.
As a result, certain of those persons have been, may be, or may become, involved in proceedings, investigations and litigation relating
to the business affairs of the companies with which they were, are, or may in the future be, affiliated. This may have an adverse effect
on us, which may impede our ability to consummate an initial Business Combination.*
During
the course of their careers, members of our management team and board of directors have had significant experience as board members,
officers or executives of other companies. As a result of their involvement and positions in these companies, certain persons were, are
now, or may in the future become, involved in litigation, investigations or other proceedings relating to the business affairs of such
companies or transactions entered into by such companies. Any such litigation, investigations or other proceedings may divert our management
teams and boards attention and resources away from identifying and selecting a target business or businesses for our initial
Business Combination and may negatively affect our reputation, which may impede our ability to complete an initial Business Combination.
**
**
38
**
*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.
**
*Past
performance by our management team and their affiliates may not be indicative of future performance of an investment in us.*
Information
regarding performance by, or businesses associated with, our management team or businesses associated with them is presented for informational
purposes only. Past performance by our management team is not a guarantee either (i) of success with respect to any Business Combination
we may consummate or (ii) that we will be able to locate a suitable candidate for our initial Business Combination. You should not rely
on the historical record of the performance of our management teams or businesses associated with them as indicative of our future
performance of an investment in us or the returns we will, or is likely to, generate going forward.
**
*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 securities will not ultimately
prove to be less favorable to investors than a direct investment, if an opportunity were available, in a Business Combination candidate.
In the event we elect to pursue a Business Combination outside of the areas of our managements expertise, our managements
expertise may not be directly applicable to its evaluation or operation, and the information contained in this Form 10-K regarding the
areas of our managements expertise would not be relevant to an understanding of the business that we elect to acquire. As a result,
our management may not be able to ascertain or assess adequately all of the relevant risk factors. Accordingly, any 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.
**
*We
are dependent upon our executive 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 executive officers and directors and the
members of our advisory board. 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 executive officers and directors are not required to commit any
specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating their time among various business
activities, including identifying potential Business Combinations and monitoring the related due diligence. We do not have an employment
agreement with, or key-man insurance on the life of, any of our directors or executive officers. The unexpected loss of the services
of one or more of our directors or executive officers could have a detrimental effect on us.
39
**
*Our
executive 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
executive 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. If our executive 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. However, we do not believe that any such potential conflicts would materially affect our ability
to complete our initial Business Combination. For a complete discussion of our executive officers and directors other business
affairs, please see *Item 10*. *Directors, Executive Officers and Corporate Governance*.
**
*Our
officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other
entities, including 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 and our officers and directors are, and in the future may become, affiliated with such 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. Our officers and directors presently and any in the future may have, additional
fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a
Business Combination opportunity to such entities. Accordingly, they may have conflicts of interest in determining to which entity a
particular business opportunity should be presented. These conflicts may not be resolved in our favor and a potential target business
may be presented to another entity prior to its presentation to us.
Our
officers and directors presently and in the future may have additional, fiduciary or contractual obligations to other entities pursuant
to which such officer or director is or will be required to present a Business Combination opportunity. 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 opportunity
to such entity. In addition, certain of our officers and directors are members of our Sponsor and own membership interests of our Sponsor.
The remaining membership interests are held by third party investors that are not affiliated with members of our management. 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 Business Combination. Our amended and restated memorandum and articles of association provide that, to the fullest extent
permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly
assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business
as us, and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction
or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other. The purpose for the
surrender of corporate opportunities is to allow officers, directors or other representatives with multiple business affiliations to
continue to serve as an officer of our company or on our board of directors. Our officers and directors may from time to time be presented
with opportunities that could benefit both another business affiliation and us. In the absence of the corporate opportunity
waiver in our charter, certain candidates would not be able to serve as an officer or director. We believe we substantially benefit from
having representatives who bring significant, relevant and valuable experience to our management, and, as a result, the inclusion of
the corporate opportunity waiver in our amended and restated memorandum and articles of association provide us with greater
flexibility to attract and retain the officers and directors that we feel are the best candidates. 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.
In
addition, our Sponsor and our officers and directors may Sponsor or form other special purpose acquisition companies with acquisition
objectives that are similar to ours or may pursue other business or investment ventures during the period in which we are seeking an
initial Business Combination. As a result, our Sponsor, officers and directors could have conflicts of interest in determining whether
to present Business Combination to us or to any other special purpose acquisition company with which they may become involved. Any such
companies, businesses or investments may present additional conflicts of interest in pursuing an initial Business Combination target.
However, we do not believe any such potential conflict would materially affect our ability to complete our initial Business Combination.
**
**
40
**
*Our
executive 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. However, we do not believe that any such potential conflicts would 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.
**
*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, executive officers, directors or existing holders which may raise potential conflicts of interest.*
In
light of the involvement of our Sponsor, executive officers and directors with other entities, we may decide to acquire one or more businesses
affiliated with our Sponsor, executive officers, directors or existing holders. Our directors also serve as officers and board members
for other entities, including, without limitation, those described under *Management-Conflicts of Interest*.
Such entities may compete with us for Business Combination opportunities. Our Sponsor, officers and directors are not currently aware
of any specific opportunities for us to complete our initial Business Combination with any entities with which they are affiliated, and
there have been no substantive discussions concerning a Business Combination with any such entity or entities. Although we will not be
specifically focusing on, or targeting, any transaction with any affiliated entities, we would pursue such a transaction if we determined
that such affiliated entity met our criteria for a Business Combination as set forth in *Proposed Business-Business
Combination Criteria* and such transaction was approved by a majority of our independent and disinterested directors. Despite
our agreement to obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal
firm 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, executive 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.
**
*We
may engage one or more of our underwriters or one of their respective affiliates to provide additional services to us, which may include
acting as financial advisor in connection with an initial Business Combination or as placement agent in connection with a related financing
transaction. Our underwriters are entitled to receive deferred commissions that will released from the trust only on a completion of
an initial Business Combination. These financial incentives may cause them to have potential conflicts of interest in rendering any such
additional services to us after our IPO, including, for example, in connection with the sourcing and consummation of an initial Business
Combination.*
We
may engage one or more of our underwriters or one of their respective affiliates to provide additional services to us after our IPO,
including, for example, identifying potential targets, providing financial advisory services, acting as a placement agent in a private
offering or arranging debt financing. We may pay such underwriter or its affiliate fair and reasonable fees or other compensation that
would be determined at that time in an arms length negotiation. The underwriters are also entitled to receive deferred commissions
that are conditioned on the completion of an initial Business Combination. The underwriters or their respective affiliates
financial interests tied to the consummation of a Business Combination transaction may give rise to potential conflicts of interest in
providing any such additional services to us, including potential conflicts of interest in connection with the sourcing and consummation
of an initial Business Combination.
**
**
41
**
*Since
our Sponsor, executive 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 have acquired, or may in the future acquire, if any), a conflict of interest may arise
in determining whether a particular Business Combination target is appropriate for our initial Business Combination.*
On
January 23, 2024, our Sponsor made a capital contribution of $25,000, or approximately $0.004 per share, to cover certain of our expenses,
for which we issued 5,750,000 Founders Shares to our Sponsor. On April 29, 2024, we affected a share capitalization of 1,437,500 Founder
Shares, resulting in our Sponsor holding 7,187,500 Founder Shares. Prior to the initial investment in the Company of $25,000 by our Sponsor,
we had no assets, tangible or intangible. The purchase price of the Founder Shares was determined by dividing the amount of cash paid
to the Company by the number of Founder Shares issued. The number of Founder Shares outstanding was determined based on the expectation
at the time that the total size of the IPO would be a maximum of 28,750,000 units if the underwriters over-allotment option was
exercised in full, and therefore that such Founder Shares would represent 20% of the outstanding shares after the IPO. Please see *Item.
12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters* for more information on
the number of Founder Shares our Sponsor and our other initial shareholders hold.
In
addition, our Sponsor, Cantor and Odeon purchased an aggregate of 7,000,000 Private Placement Warrants for an aggregate purchase price
of $7,000,000, or $1.00 per warrant. Of those 7,000,000 Private Placement Warrants, our Sponsor purchased 4,500,000 Private Placement
Warrants, Cantor purchased 1,750,000 Private Placement Warrants and Odeon purchased 750,000 Private Placement Warrants. The Private Placement
Warrants will be worthless if we do not complete our initial Business Combination.
The
personal and financial interests of our executive 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
non-managing Sponsor investors are not required to (i) hold any units, Class A Ordinary Shares or Public Warrants they purchased in the
IPO or thereafter for any amount of time, (ii) vote any Class A Ordinary Shares they may own at the applicable time in favor of our initial
Business Combination or (iii) refrain from exercising their right to redeem their Public Shares at the time of our initial Business Combination.
The non-managing Sponsor investors will have the same rights to the funds held in the Trust Account with respect to the Class A Ordinary
Shares underlying the Units they may purchased in the IPO as the rights afforded to our other Public Shareholders.
Risks
Relating to our Securities
You
will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. Therefore, to liquidate
your investment, you may be forced to sell your Public Shares or warrants, potentially at a loss.
Our
Public Shareholders will be entitled to receive funds from the Trust Account only upon the earliest to occur of: (i) our completion of
an initial Business Combination, and then only in connection with those Class A Ordinary Shares that such shareholder properly elected
to redeem, subject to the limitations 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 redeem 100% of our Public Shares if we do not complete our initial Business Combination within the Completion Window
or (B) with respect to any other material provisions relating to shareholders rights or pre-initial Business Combination activity,
and (iii) the redemption of our Public Shares if we are unable to complete an initial Business Combination within the Completion Window,
subject to applicable law and as further described herein. In addition, if our plan to redeem our Public Shares if we are unable to complete
an initial Business Combination within the Completion Window for any reason, compliance with Cayman Islands law may require that we submit
a plan of dissolution to our then-existing shareholders for approval prior to the distribution of the proceeds held in our Trust Account.
In that case, Public Shareholders may be forced to wait beyond the Completion Window before they receive funds from our Trust Account.
In no other circumstances will a Public Shareholder have any right or interest of any kind in the Trust Account. Holders of warrants
will not have any right to the proceeds held in the Trust Account with respect to the warrants. Accordingly, to liquidate your investment,
you may be forced to sell your Public Shares or warrants, potentially at a loss.
**
**
42
**
*Nasdaq
may delist our securities from trading on its exchange, which could limit investors ability to make transactions in our securities
and subject us to additional trading restrictions.*
Our
Units, Class A Ordinary Shares, and Public Warrants are listed on Nasdaq. We cannot assure you that our securities will continue to be
listed on Nasdaq in the future or prior to our initial Business Combination. In order to continue listing our securities on Nasdaq prior
to our initial Business Combination, we must maintain certain financial, distribution and share price levels. Additionally, in connection
with our initial Business Combination, we will be required to demonstrate compliance with Nasdaqs initial listing requirements,
which are more rigorous than Nasdaqs continued listing requirements, in order to continue to maintain the listing of our securities
on Nasdaq. We cannot assure you that we will be able to meet those initial listing requirements at that time.
If
Nasdaq delists our securities from trading on its exchange and we are not able to list our securities on another national securities
exchange, we expect our securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material
adverse consequences, including:
|
| a
limited availability of market quotations for our securities; | |
|
| reduced
liquidity for our securities; | |
|
| a
determination that our Class A Ordinary Shares are a penny stock which will
require brokers trading in our Class A Ordinary Shares to adhere to more stringent rules
and possibly result in a reduced level of trading activity in the secondary trading market
for our securities; | |
|
| a
limited amount of news and analyst coverage; and | |
|
| a
decreased ability to issue additional securities or obtain additional financing in the future. | |
The
National Securities Markets Improvement 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 securities are listed on Nasdaq, our
securities qualify as covered securities under the statute. Although the states are preempted from regulating the sale of our securities,
the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent
activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state
having used these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the State of Idaho,
certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers,
to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed on Nasdaq, our securities
would not qualify as covered securities under the statute and we would be subject to regulation in each state in which we offer our securities.
You
will not be permitted to exercise your warrants unless we register and qualify the underlying Class A Ordinary Shares or certain exemptions
are available.
If
the issuance of the Class A Ordinary Shares upon exercise of the warrants is not registered, qualified or exempt from registration or
qualification under the Securities Act and applicable state securities laws, holders of warrants will not be entitled to exercise such
warrants and such warrants may have no value and expire worthless. In such event, holders who acquired their warrants as part of a purchase
of units will have paid the full unit purchase price solely for the Class A Ordinary Shares included in the units.
43
We
registered the Class A Ordinary Shares issuable upon exercise of the warrants in the registration statement for our IPO because the warrants
will become exercisable 30 days after the completion of our initial Business Combination. However, because the warrants will be exercisable
until their expiration date of up to five years after the completion of our initial Business Combination, in order to comply with the
requirements of Section 10(a)(3) of the Securities Act following the consummation of our initial Business Combination under the terms
of the warrant agreement, we have agreed that, as soon as practicable, but in no event later than 15 business days, after the closing
of our initial Business Combination, we will use our best efforts to file with the SEC a post- effective amendment to the registration
statement for our IPO, or a new registration statement covering the registration under the Securities Act of the Class A Ordinary Shares
issuable upon exercise of the warrants and thereafter will use our best efforts to cause the same to become effective within 60 business
days following our initial Business Combination and to maintain a current prospectus relating to the Class A Ordinary Shares issuable
upon exercise of the warrants until the expiration of the warrants in accordance with the provisions of the warrant agreement. We cannot
assure you that we will be able to do so if, for example, any facts or events arise which represent a fundamental change in the information
set forth in the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not
current or correct or the SEC issues a stop order.
If
the Class A Ordinary Shares issuable upon exercise of the warrants are not registered under the Securities Act, under the terms of the
warrant agreement, holders of warrants who seek to exercise their warrants will not be permitted to do so for cash and, instead, will
be required to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption.
In
no event will warrants be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking
to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws
of the state of the exercising holder, or an exemption from registration or qualification is available.
If
our Class A Ordinary Shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they
satisfy the definition of covered securities under Section 18(b)(1) of the Securities Act, we may, at our option, not permit
holders of warrants who seek to exercise their warrants to do so for cash and, instead, require them to do so on a cashless basis in
accordance with Section 3(a)(9) of the Securities Act; in the event we so elect, we will not be required to file or maintain in effect
a registration statement or register or qualify the shares underlying the warrants under applicable state securities laws, and in the
event we do not so elect, we will use our commercially reasonable efforts to register or qualify the shares underlying the warrants under
applicable state securities laws to the extent an exemption is not available.
In
no event will we be required to net cash settle any warrant, or issue securities (other than upon a cashless exercise as described above)
or other compensation in exchange for the warrants in the event that we are unable to register or qualify the shares underlying the warrants
under the Securities Act or applicable state securities laws.
You
may only be able to exercise your Public Warrants on a cashless basis under certain circumstances, and if you do so, you
will receive fewer Class A Ordinary Shares from such exercise than if you were to exercise such warrants for cash.
The
warrant agreement provides that in the following circumstances holders of warrants who seek to exercise their warrants will not be permitted
to do for cash and will, instead, be required to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act:
(i) if the Class A Ordinary Shares issuable upon exercise of the warrants are not registered under the Securities Act in accordance with
the terms of the warrant agreement; if we have so elected and the Class A Ordinary Shares are at the time of any exercise of a warrant
not listed on a national securities exchange such that they satisfy the definition of covered securities under Section
18(b)(1) of the Securities Act; and (iii) if we have so elected and we call the Public Warrants for redemption. If you exercise your
Public Warrants on a cashless basis, you would pay the warrant exercise price by surrendering the warrants for that number of Class A
Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number Class A Ordinary Shares underlying the warrants,
multiplied by the excess of the Fair Market Value of our Class A Ordinary Shares (as defined in the next sentence) over
the exercise price of the warrants by (y) the Fair Market Value. The Fair Market Value is the average reported closing
price of the Class A Ordinary Shares for the 10 trading days ending on the third trading day prior to the date on which the notice of
exercise is received by the warrant agent or on which the notice of redemption is sent to the holders of warrants, as applicable. As
a result, you would receive fewer Class A Ordinary Shares from such exercise than if you were to exercise such warrants for cash.
44
The
grant of registration rights to our initial shareholders and holders of our Private Placement Warrants may make it more difficult to
complete our initial Business Combination, and the future exercise of such rights may adversely affect the market price of our Class
A Ordinary Shares.
Pursuant
to an agreement entered into concurrently with the issuance and sale of the securities in the IPO, our initial shareholders and their
permitted transferees can demand that we register the Class A Ordinary Shares into which Founder Shares are convertible, holders of our
Private Placement Warrants and their permitted transferees can demand that we register the Private Placement Warrants and the Class A
Ordinary Shares issuable upon exercise of the Private Placement Warrants and holders of warrants that may be issued upon conversion of
working capital loans (as defined below in the Related Party Loans section) may demand that we register such warrants or
the Class A Ordinary Shares issuable upon conversion of such warrants. The registration rights will be exercisable with respect to the
Founder Shares, the Private Placement Warrants and the Class A Ordinary Shares issuable upon exercise of such Private Placement Warrants.
We will bear the cost of registering these securities. The registration and availability of such a significant number of securities for
trading in the public market may have an adverse effect on the market price of our Class A Ordinary Shares. In addition, the existence
of the registration rights may make our initial Business Combination more costly or difficult to conclude. This is because the shareholders
of the target business may increase the equity stake they seek in the combined entity or ask for more cash consideration to offset the
negative impact on the market price of our Class A Ordinary Shares that is expected when the ordinary shares owned by our initial shareholders,
holders of our Private Placement Warrants or holders of our working capital loans (as defined below in the Related Party Loans
section) or their respective permitted transferees are registered.
We
may issue additional Class A Ordinary Shares or preference shares to complete our initial Business Combination or under an employee incentive
plan after completion of our initial Business Combination. We may also issue Class A Ordinary Shares upon the conversion of the Founder
Shares at a ratio greater than one-to- one at the time of our initial Business Combination as a result of the anti-dilution provisions
contained in our amended and restated memorandum and articles of association. 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 200,000,000 Class A Ordinary Shares, par
value $0.0001 per share, 20,000,000 Class B ordinary shares, par value $0.0001 per share, and 1,000,000 preference shares, par value
$0.0001 per share. As of the date of this Form 10-K, there are 28,750,000 Class A Ordinary Shares, 7,187,500 Class B ordinary shares,
and 21,375,000 warrants outstanding. The Class B ordinary shares are automatically convertible into Class A Ordinary Shares concurrently
with or immediately following the consummation of our initial Business Combination, or earlier at the option of the holders thereof,
initially at a one-for-one ratio but subject to adjustment as set forth herein and in our amended and restated memorandum and articles
of association. The warrants will become exercisable for Class A Ordinary Shares at an initial exercise price of $11.50 per share beginning
30 days after the completion of our initial Business Combination. There are no preference shares issued and outstanding.
45
We
may issue a substantial number of additional Class A Ordinary Shares or preference shares to complete our initial Business Combination
or under an employee incentive plan after completion of our initial Business Combination. We may also issue Class A Ordinary Shares upon
conversion of the Class B ordinary shares at a ratio greater than one-to-one at the time of our initial Business Combination as a result
of the anti-dilution provisions as set forth therein. However, our amended and restated memorandum and articles of association provide,
among other things, that prior to our initial Business Combination, we may not issue additional shares that would entitle the holders
thereof to (i) receive funds from the Trust Account or (ii) vote as a class with our Public Shares on any initial Business Combination.
These provisions of our amended and restated memorandum and articles of association, like all provisions of our amended and restated
memorandum and articles of association, may be amended with a shareholder vote. The issuance of additional ordinary shares or preference
shares:
|
| may
significantly dilute the equity interest of investors in the IPO, which dilution would increase
if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of
Class A Ordinary Shares on a greater than one-to-one basis upon conversion of the Class B
ordinary shares; | |
|
| may
subordinate the rights of holders of Class A Ordinary Shares if preference shares are issued
with rights senior to those afforded our Class A Ordinary Shares; | |
|
| 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; | |
|
| could
cause a change in control if a substantial number of Class A Ordinary Shares are issued,
which may affect, among other things, our ability to use our net operating loss carry forwards,
if any, and could result in the resignation or removal of our present officers and directors; | |
|
| may
adversely affect prevailing market prices for our Units, Class A Ordinary Shares and/or warrants;
and may not result in adjustment to the exercise price of our warrants. | |
We
may amend the terms of the warrants in a manner that may be adverse to holders of Public Warrants with the approval by the holders of
at least 50% of the then outstanding Public Warrants. As a result, the exercise price of your warrants could be increased, the exercise
period could be shortened and the number of Class A Ordinary Shares purchasable upon exercise of a warrant could be decreased, all without
your approval.
Our
warrants were issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant
agent, and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure
any ambiguity or correct any defective provision, but requires the approval by the holders of at least 50% of the then outstanding Public
Warrants to make any change that adversely affects the interests of the registered holders of Public Warrants. Accordingly, we may amend
the terms of the Public Warrants in a manner adverse to a holder if holders of at least 50% of the then outstanding Public Warrants approve
of such amendment. Although our ability to amend the terms of the Public Warrants with the consent of at least 50% of the then outstanding
Public Warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of
the Public Warrants, convert the Public Warrants into cash or share (at a ratio different than initially provided), shorten the exercise
period or decrease the number of Class A Ordinary Shares purchasable upon exercise of a Public Warrant.
A
provision of our warrant agreement may make it more difficult for us to consummate an initial Business Combination.
If
(i) we issue additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our
initial Business Combination at a Newly Issued Price of less than $9.20 per Class A Ordinary Share, (ii) the aggregate gross proceeds
from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial
Business Combination (net of redemptions), and (iii) the volume weighted average trading price of the Ordinary Shares during the
20 trading day period starting on the trading day prior to the day on which the Company consummates the Business Combination (such price,
the *Market Value*) of our Class A Ordinary Shares is below $9.20 per share, then the exercise price of the
warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and
the $18.00 per share redemption trigger prices described in Exhibit 4.5 *Description of Securities* to this Form 10-K
will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. This may make
it more difficult for us to consummate an initial Business Combination with a target business.
46
We
may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.
We
have the ability to redeem all of the outstanding warrants at any time after they become exercisable and prior to their expiration, at
a price of $0.01 per warrant, *provided that* the closing price of our Class A Ordinary Shares equals or exceeds $18.00 per share
(as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like and for certain issuances of Class
A Ordinary Shares and equity- linked securities for capital raising purposes in connection with the closing of our initial Business Combination
as described elsewhere in this Form 10-K) for any 20 trading days within a 30 trading-day period ending on the third trading day prior
to proper notice of such redemption *provided that* on the date we give notice of redemption. We will not redeem the warrants unless
an effective registration statement under the Securities Act covering issuance of the Class A Ordinary Shares issuable upon exercise
of the warrants is effective and a current prospectus relating to those Class A Ordinary Shares is available throughout the 30-day measurement
period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the
Securities Act. If and when the warrants become redeemable by us, we may not exercise our redemption right if the issuance of ordinary
shares upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or we are
unable to effect such registration or qualification. We will use our commercially reasonable efforts to register or qualify such ordinary
shares under the blue sky laws of the state of residence in those states in which warrants were offered by us in the IPO. Redemption
of the outstanding warrants could force you to (1) exercise your warrants and pay the exercise price therefor at a time when it may be
disadvantageous for you to do so, (ii) sell your warrants at the then-current market price when you might otherwise wish to hold your
warrants or (iii) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely
to be substantially less than the market value of your warrants.
Our
warrants may have an adverse effect on the market price of our Class A Ordinary Shares and make it more difficult to effectuate our initial
Business Combination.
We
issued warrants to purchase 14,375,000 Class A Ordinary Shares in connection with the IPO and, simultaneously with the closing of the
IPO, we issued in a private placement an aggregate of 7,000,000 Private Placement Warrants, at $1.00 per warrant. In addition, if our
Sponsor or an affiliate of our Sponsor or certain of our officers and directors makes any working capital loans (as described below in
*Item 13. Certain Relationships and Related Party Loans and Director Independence*), such lender may convert those
loans into up to an additional 1,500,000 Private Placement Warrants, at the price of $1.00 per warrant.
To
the extent we issue ordinary shares to effectuate a business transaction, the potential for the issuance of a substantial number of additional
Class A Ordinary Shares upon exercise of these warrants could make us a less attractive acquisition vehicle to a target business. Such
warrants, when exercised, will increase the number of issued and outstanding Class A Ordinary Shares and reduce the value of the Class
A Ordinary Shares issued to complete the business transaction. Therefore, our warrants may make it more difficult to effectuate a business
transaction or increase the cost of acquiring the target business.
Because
each unit contains one-half of one warrant and only a whole warrant may be exercised, the units may be worth less than units of other
special purpose acquisition companies.
Each
unit contains one-half of one warrant. Pursuant to the warrant agreement, no fractional warrants will be issued upon separation of the
units, and only whole warrants will trade. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest
in a share, we will, upon exercise, round down to the nearest whole number the number of Class A Ordinary Shares to be issued to the
warrant holder. This is different from other offerings similar to ours whose units include one ordinary share and one warrant to purchase
one whole share. We have established the components of the units in this way in order to reduce the dilutive effect of the warrants upon
completion of a Business Combination since the warrants will be exercisable in the aggregate for one-third of the number of shares compared
to units that each contain a whole warrant to purchase one share, thus making us, we believe, a more attractive merger partner for target
businesses. Nevertheless, this unit structure may cause our Units to be worth less than if it included a warrant to purchase one whole
share.
47
Our
warrant agreement designates the courts of the State of New York or the United States District Court for the Southern District of New
York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our warrants, which
could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our company.
Our
warrant agreement provides that, subject to applicable law, (i) any action, proceeding or claim against us arising out of or relating
in any way to the warrant agreement, including under the Securities Act, will be brought and enforced in the courts of the State of New
York or the United States District Court for the Southern District of New York, and (ii) that we irrevocably submit to such jurisdiction,
which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. We have waived any objection to such exclusive
jurisdiction and that such courts represent an inconvenient forum. With respect to any complaint asserting a cause of action arising
under the Securities Act or the rules and regulations promulgated thereunder, we note, however, that there is uncertainty as to whether
a court would enforce this provision and that investors cannot waive compliance with the federal securities laws and the rules and regulations
thereunder. Section 22 of the Securities Act creates concurrent jurisdiction for state and federal courts over all suits brought to enforce
any duty or liability created by the Securities Act or the rules and regulations thereunder.
Notwithstanding
the foregoing, these provisions of the warrant agreement do not apply to suits brought to enforce any liability or duty created by the
Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum.
Any person or entity purchasing or otherwise acquiring any interest in any of our warrants shall be deemed to have notice of and to have
consented to the forum provisions in our warrant agreement. If any action, the subject matter of which is within the scope the forum
provisions of the warrant agreement, is filed in a court other than a court of the State of New York or the United States District Court
for the Southern District of New York (a Foreign Action) in the name of any holder of our warrants, such holder shall be
deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located in the State of New York in connection
with any action brought in any such court to enforce the forum provisions (an Enforcement Action), and (y) having service
of process made upon such warrant holder in any such Enforcement Action by service upon such warrant holders counsel in the Foreign
Action as agent for such warrant holder.
This
choice-of-forum provision may limit a warrant holders ability to bring a claim in a judicial forum that it finds favorable for
disputes with our company, which may discourage such lawsuits. Alternatively, if a court were to find this provision of our warrant agreement
inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs
associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition
and results of operations and result in a diversion of the time and resources of our management and board of directors.
An
active trading market for our securities may not develop, which would adversely affect the liquidity and price of our securities.
An
active trading market for our securities may never develop or, if developed, it may not be sustained. You may be unable to sell your
securities unless a market can be established and sustained.
Because
we are incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to
protect your rights through the U.S. federal courts may be limited.
We
are an exempted company incorporated under the laws of the Cayman Islands. As a result, it may be difficult for investors to effect service
of process within the United States upon our directors or officers, or enforce judgments obtained in the United States courts against
our directors or officers.
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 will also be subject to the federal securities
laws of the United States. The rights of shareholders to take action against the directors, actions by minority shareholders and the
fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman
Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands
as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the
Cayman Islands.
The
rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are different from what they
would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different
body of securities laws as compared to the United States, 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 United States.
48
We
have been advised by Maples and Calder (Cayman) LLP, 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 United States predicated upon the civil liability provisions of the
federal securities laws of the United States 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 United States 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 United States, 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 United States
company.
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 did not commence operations
until obtaining funding through the IPO. Because we lack an operating history, you have no basis upon which to evaluate our ability to
achieve our business objective of completing our initial Business Combination. We have no plans, arrangements or understandings with
any prospective target business concerning a Business Combination and may be unable to complete our initial Business Combination. If
we fail to complete our initial Business Combination, we will never generate any operating revenues.
Past
performance by our management team and their respective affiliates, including investments and transactions in which they have participated
and businesses with which they have been associated, may not be indicative of future performance of an investment in the Company.
Information
regarding our management team and their respective affiliates, including investments and transactions in which they have participated
and businesses with which they have been associated, is presented for informational purposes only. Any past experience and performance
by 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.
49
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 United States federal income tax consequences
to U.S. investors.
If
we are a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder (as defined in the section
of the IPO registration statement captioned *Taxation-United States Federal Income Tax Considerations-U.S.
Holders*) of our Class A Ordinary Shares or warrants, the U.S. Holder may be subject to adverse U.S. federal income tax consequences
and may be subject to additional reporting requirements. Our PFIC status for our current and subsequent taxable years may depend on the
status of an acquired company pursuant to a Business Combination and whether we qualify for the PFIC start-up exception (see the section
of the IPO registration statement captioned *Taxation-United States Federal Income Tax Considerations-U.S.
Holders-Passive Foreign Investment Company Rules*). Depending on the particular circumstances the application
of the start-up exception may be subject to uncertainty, and there cannot be any assurance that we will qualify for the start-up exception.
Accordingly, there can be no assurances with respect to our status as a PFIC for our current taxable year or any subsequent taxable year.
Our actual PFIC status for any taxable year, however, will not be determinable until after the end of such taxable year. In addition,
our U.S. counsel expresses no opinion with respect to our PFIC status for any taxable year.
Moreover,
if we determine we are a PFIC for any taxable year, upon written request, we will endeavor to provide to a U.S. Holder such information
as the Internal Revenue Service (IRS) may require, including a PFIC annual information statement, in order to enable the
U.S. Holder to make and maintain a qualified electing fund election, but there can be no assurance that we will timely
provide such required information, and such election would be unavailable with respect to our warrants in all cases. We urge U.S. investors
to consult their own tax advisors regarding the possible application of the PFIC rules. For a more detailed explanation of the tax consequences
of PFIC classification to U.S. Holders, see the section of the IPO registration statement captioned *Taxation-United
States Federal Income Tax Considerations-U.S. Holders-Passive Foreign Investment Company Rules*.
An
investment 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, because there are no authorities
that directly address instruments similar to the units we issued in our IPO, the allocation an investor makes with respect to the purchase
price of a unit between the Class A Ordinary Share and the one-half of one warrant included in each unit could be challenged by the IRS
or courts. In addition, the U.S. federal income tax consequences of a cashless exercise of warrants included in the units we issued in
our IPO is unclear under current law. Finally, it is unclear whether the redemption rights with respect to our Class A Ordinary Shares
suspend the running of a U.S. Holders (as defined in section of the IPO registration statement titled *Taxation-United
States Federal Income Tax Considerations-U.S. Holders*) holding period for purposes of determining whether
any gain or loss realized by such holder on the sale or exchange of Class A Ordinary Shares is long-term capital gain or loss and for
determining whether any dividend we pay would be considered qualified dividend income for U.S. federal income tax purposes.
See the section of our IPO registration statement titled *Taxation-United States Federal Income Tax Considerations*
for a summary of the U.S. federal income tax considerations of an investment in our securities. Investors are urged to consult their
own tax advisors with respect to these and other tax consequences when acquiring, owning or disposing of our securities.
50
We
may reincorporate in or transfer by way of continuation to another jurisdiction which may result in taxes imposed on shareholders or
warrant holders.
We
may, in connection with our initial Business Combination or otherwise, subject to requisite shareholder approval by special resolution
under the Companies Act (with respect to which only holders of Class B ordinary shares will have the right to vote), reincorporate in
or transfer by way of continuation to the jurisdiction in which the target company or business is located or in another jurisdiction.
The transaction may require a shareholder or warrant holder to recognize taxable income in the jurisdiction in which the shareholder
or warrant holder is a tax resident or in which its members are resident if it is a tax transparent entity (or may otherwise result in
adverse tax consequences). We do not intend to make any cash distributions to shareholders or warrant holders to pay such taxes. Shareholders
or warrant holders may be subject to withholding taxes or other taxes with respect to their ownership of us after the reincorporation
or continuance.
After
our initial Business Combination, it is possible that a majority of our directors and officers will live outside the United States and
all of our assets will be located outside the United States; 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 United States
and all of our assets will be located outside of the United States. As a result, it may be difficult, or in some cases not possible,
for investors in the United States 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.
The
1% U.S. federal excise tax on stock buybacks could be imposed on redemptions of our stock if we were to become a covered corporation
in the future.
On
August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022, which, among other things, generally imposes a
1% U.S. federal excise tax (the Excise Tax) on certain repurchases of stock by covered corporations (which
include publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign (i.e., non-U.S.)
corporations) occurring on or after January 1, 2023. The Excise Tax is imposed on the repurchasing corporation itself, not its holders
from which the stock is repurchased. The amount of the Excise Tax is generally 1% of the fair market value of the shares repurchased
at the time of the repurchase. However, for purposes of calculating the Excise Tax, repurchasing corporations are permitted to net the
fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In
addition, certain exceptions apply to the Excise Tax. The U.S. Department of the Treasury (the Treasury) has authority
to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the Excise Tax. In June of 2024, the Treasury
and IRS issued final Treasury regulations on the reporting and payment of the Excise Tax. In November of 2025, the Treasury and IRS issued
final Treasury regulations on the computation of the Excise Tax.
We
are currently not a covered corporation for purposes of the Excise Tax. Accordingly, we generally would not be subject
to the Excise Tax on a redemptions of our stock in connection with an extension of the date by which we must consummate our initial Business
Combination or in connection with our liquidation if we fail to consummate our initial Business Combination by such date. If we were
to become a covered corporation in the future, whether in connection with the consummation of our initial Business Combination
with a U.S. company (including if we were to redomicile as a U.S. corporation in connection therewith) or otherwise, whether and to what
extent we would be subject to the Excise Tax on a redemption of our stock would depend on a number of factors, including (i) whether
the redemption is treated as a repurchase of stock for purposes of the Excise Tax, (ii) the fair market value of the redemption treated
as a repurchase of stock, (iii) the structure of our initial Business Combination, (iv) the nature and amount of any PIPE
or other equity issuances (whether in connection with our initial Business Combination or otherwise) issued within the same taxable year
of a redemption treated as a repurchase of stock and (v) the content of the final Treasury regulations and other guidance from the Treasury
addressing the Excise Tax. As noted above, the Excise Tax would be payable by the repurchasing corporation, and not by the redeeming
holder. If we were to become a covered corporation in the future, the imposition of the Excise Tax on us as a result of
redemptions by us could reduce the amount of cash available to pay redemptions or reduce the cash available to the target business in
connection with our initial Business Combination, which could cause investors in our securities who do not redeem or the other shareholders
of the combined company to economically bear the impact of such Excise Tax.
51
We
are an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and if we take advantage of
certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, this could make
our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.
We
are an emerging growth company within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage
of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth
companies including, but not limited to, not being required to comply with the auditor internal controls attestation requirements of
Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy
statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval
of any golden parachute payments not previously approved. As a result, our shareholders may not have access to certain information they
may deem important. We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status
earlier, including if the market value of our Class A Ordinary Shares held by non-affiliates exceeds $700 million as of any June 30 before
that time, in which case we would no longer be an emerging growth company as of the following December 31. 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,
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting
standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do
not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting
standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements
that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We have elected not to opt out of such
extended transition period which means that when a standard is issued or revised and it has different application dates for public or
private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new
or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth
company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of
the potential differences in accounting standards used.
Additionally,
we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take
advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.
We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares
held by non-affiliates is equal to or exceeds $250 million as of the prior June 30th, and (2) our annual revenues equaled or exceeded
$100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates equals to or exceeds
$700 million as of the prior June 30th. 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.
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 Class A 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.
52
Our
amended and restated memorandum and articles of association provide that the courts of the Cayman Islands will be the exclusive forums
for certain disputes between us and our shareholders, which could limit our shareholders ability to obtain a favorable judicial
forum for complaints against us or our directors, officers or employees.
Our
amended and restated memorandum and articles of association provide that unless we consent in writing to the selection of an alternative
forum, the courts of the Cayman Islands shall have exclusive jurisdiction over any claim or dispute arising out of or in connection with
our amended and restated memorandum and articles of association or otherwise related in any way to each shareholders shareholding
in us, including but not limited to (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim
of breach of any fiduciary or other duty owed by any of our current or former director, officer or other employee to us or our shareholders,
(iii) any action asserting a claim arising pursuant to any provision of the Companies Act or our amended and restated memorandum and
articles of association, or (iv) any action asserting a claim against us governed by the internal affairs doctrine (as such concept is
recognized under the laws of the United States of America) and that each shareholder irrevocably submits to the exclusive jurisdiction
of the courts of the Cayman Islands over all such claims or disputes.
The
forum selection provision in our amended and restated memorandum and articles of association does not apply to actions or suits brought
to enforce any liability or duty created by the Securities Act, Exchange Act or any claim for which the federal district courts of the
United States of America are, as a matter of the laws of the United States 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.
Item
1B. Unresolved Staff Comments
None.
Item 1C. Cybersecurity
As a blank check company, we have no operations and therefore do not have any operations of our own that face cybersecurity threats. However, we do depend on the digital technologies of third parties, and as noted in *Item 1A. Risk Factors* of this Form 10-K, any sophisticated and deliberate attacks on, or security breaches in, systems or infrastructure or the cloud that we utilize, including those of third parties, could lead to corruption or misappropriation of our assets, proprietary information and sensitive or confidential data. Because of our reliance on the technologies of third parties, we also depend upon the personnel and the processes of third parties to protect against cybersecurity threats, and we have no personnel or processes of our own for this purpose. Our board of directors oversees risk for our Company, and before we make filings with the SEC, our board of directors reviews our risk factors, including the descriptions of the risks we face from cybersecurity threats, as described in *Item 1A. Risk Factors* of this Form 10-K.
Item
2. Properties
Our
executive offices are located at 667 Madison Avenue, 5th Floor, New York, New York 10065. Our executive offices are provided to us by
our Sponsor, and we have agreed to pay our Sponsor $10,000 per month for office space, utilities and secretarial and administrative support.
We consider our current office space adequate for our current operations.
Item
3. Legal Proceedings
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.
Item
4. Mine Safety Disclosures
Not
applicable.
53
Part
II
Item
5. Market for Registrants Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities
Market
Information
Our
Units, Class A Ordinary Shares, and Public Warrants are listed on Nasdaq under the symbols ALFUU, ALF and
ALFUW, respectively.
Holders
As
of March 12, 2026, there was 1 holder of record of our Units, 1 holder of record of our Class A Ordinary Shares, 4 holders
of record of our Class B ordinary shares, and 4 holders of record of our warrants.
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 an
initial Business Combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital
requirements and general financial conditions subsequent to completion of an initial Business Combination. The payment of any cash dividends
subsequent to an initial Business Combination will be within the discretion of our board of directors at such time. Further, if we incur
any indebtedness, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.
Securities
Authorized for Issuance under Equity Compensation Plans
None.
Recent
Sales of Unregistered Securities and Use of Proceeds from Registered Offerings
None.
Item
6. [Reserved]
Item
7. Managements Discussion and Analysis of Financial Condition and Results of Operations
**
*The
following discussion and analysis of the Companys financial condition and results of operations should be read in conjunction
with our audited financial statements and the notes related thereto which are included in Item 8. Financial Statements and Supplementary
Data of this Form 10-K. Certain information contained in the discussion and analysis set forth below includes forward-looking
statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors,
including those set forth under Special Note Regarding Forward-Looking Statements, Item 1A. Risk Factors
and elsewhere in this Form 10-K.*
Overview
We
are a blank check company incorporated in the Cayman Islands on January 18, 2024, 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 the Initial Public Offering
and the sale of the Private Placement Warrants, our shares, debt or a combination of cash, shares and debt.
54
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 January 18, 2024 (inception) through
December 31, 2025 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and identifying
a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business
Combination. 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 year ended December 31, 2025, we had net income of $11,742,335, which consists of dividends and interest income on marketable securities
and cash held in the Trust Account of $12,368,584 partially offset by formation and operating costs of $626,249.
For
the period from January 18, 2024 (inception) through December 31, 2024, we had a net income of $7,838,845, which consists of interest
income on marketable securities held in the Trust Account of $8,306,337 partially offset by formation and operating costs of $467,492.
Liquidity,
Capital Resources and Going Concern
On
June 12, 2024, we consummated the Initial Public Offering of 28,750,000 Units, which includes the full exercise by the underwriters of
their over-allotment option in the amount of 3,750,000 Units at $10.00 per Unit, generating gross proceeds of $287,500,000. Simultaneously
with the closing of the Initial Public Offering, we consummated the sale of 7,000,000 Private Placement Warrants at a price of $1.00
per Private Placement Warrant to the Sponsor, Cantor Fitzgerald& Co., and Odeon Capital Group, LLC.
Following
the Initial Public Offering, the full exercise of the over-allotment option, and the sale of the Private Placement Warrants, a total
of $287,500,000 was placed in the Trust Account. We incurred $19,519,154 in Initial Public Offering related costs, including $5,000,000
of cash underwriting fees, $13,687,500 of deferred underwriting fees, and $831,654 of other costs.
For
the year ended December 31, 2025, cash used in operating activities was $564,445. Net income of $11,742,335 was affected by dividends
and interest earned on marketable securities and cash held in the Trust Account of $12,368,165. Changes in operating assets and liabilities
provided $61,385 of cash for operating activities.
For
the period from January 18, 2024 (inception) through December 31, 2024, cash used in operating activities was $165,249. Net income of
$7,838,845 was affected by payments of formation costs through a promissory note of $8,667, payments of operation costs through a promissory
note of $327,200, interest earned on marketable securities held in the Trust Account of $8,231,350 and an unrealized gain on marketable
securities held in the Trust Account of $74,612. Changes in operating assets and liabilities used $33,999 of cash for operating activities.
55
As
of December 31, 2025, we had marketable securities held in the Trust Account of $308,174,127 consisting of 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. We may withdraw dividends and interest from the Trust Account
to pay taxes, if any. 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, if any), 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.
As
of December 31, 2025, we had cash of $100,985. We intend to use the funds held outside the Trust Account primarily to identify and evaluate
target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar
locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of
prospective target businesses, and structure, negotiate and complete a Business Combination.
In
order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain
of our officers and directors or their affiliates may, but are not obligated to, loan us funds as may be required. If we complete a Business
Combination, we would repay such loaned amounts. In the event that a Business Combination does not close, we may use a portion of the
working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for
such repayment. Up to $1,500,000 of such working capital loans may be convertible into Private Placement Warrants of the post Business
Combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement
Warrants.
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.
In connection with our assessment of going concern considerations in accordance with FASB ASC 205-40, Presentation of Financial
Statements-Going Concern, we have incurred and expect to continue to incur significant costs in pursuit of our financing and acquisition
plans. A projected working capital deficit and the expectation of significant future costs raises substantial doubt about our ability
to continue as a going concern within one year after the date that the financial statements are issued. Additionally, management has determined
that the mandatory liquidation and subsequent dissolution, should we be unable to complete a Business Combination, raises substantial
doubt about our ability to continue as a going concern. We initially have until June 12, 2026 to consummate the initial Business Combination
(assuming no extensions). It is uncertain that we will be able to consummate a Business Combination by this time. If a Business Combination
is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution. No adjustments have been made to the
carrying amounts of assets or liabilities should we be required to liquidate after June 12, 2026.
Off-Balance
Sheet Arrangements
We
have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of December 31, 2025. We do not
participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable
interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered
into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other
entities, or purchased any non-financial assets.
Contractual
Obligations
We
do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement
to pay an aggregate of $10,000 per month for office space, utilities, and administrative support services provided to members of the
management team. We began incurring these fees on June 10, 2024 and will continue to incur these fees monthly until the earlier of the
completion of the Business Combination and our liquidation.
The
underwriters are entitled to a deferred underwriting discount of 4.50% of the gross proceeds of the Initial Public Offering held in the
Trust Account other than those sold pursuant to the underwriters over-allotment option and 6.50% of the gross proceeds sold pursuant
to the underwriters over-allotment option, or $13,687,500 in the aggregate upon the completion of the Companys initial
Business Combination subject to the terms of the underwriting agreement.
56
Critical
Accounting Policies
We
describe our significant accounting policies in *Note 2 - Summary of Significant Accounting Policies*, of the Notes to Financial
Statements included in this Form 10-K. Our audited financial statements have been prepared in accordance with U.S. GAAP. Certain of our
accounting policies require that the Companys management apply significant judgments in defining the appropriate assumptions integral
to financial estimates. On an ongoing basis, the Companys management reviews the accounting policies, assumptions, estimates and
judgments to ensure that our financial statements are presented fairly and in accordance with U.S. GAAP. Judgments are based on historical
experience, terms of existing contracts, industry trends and information available from outside sources, as appropriate. However, by
their nature, judgments are subject to an inherent degree of uncertainty, and, therefore, actual results could differ from our estimates.
Recent
Accounting Standards
Management
does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect
on our financial statements.
Item
7A. Quantitative and Qualitative Disclosures about Market Risk
We
are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise
required under this item.
Item
8. Financial Statements and Supplementary Data
This
information appears following Item 15 of this Report and is included herein by reference.
Item
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item
9A. Controls and Procedures.
Evaluation
of Disclosure Controls and Procedures
Disclosure
controls and procedures are 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.
As required by Rules 13a-15
and 15d-15 under the Exchange Act, our Principal Executive Officer and Principal Financial and Accounting Officer carried out an evaluation
of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2025. Based upon their
evaluation, our Principal Executive Officer and Principal Financial and Accounting Officer concluded that our disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective.
Managements
Report on Internal Controls Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined
in Exchange Act Rules 13a-15(f) and 15d-15(f). Our internal control over financial reporting includes those policies and procedures that
(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions
of assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations
of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the Companys assets that could have a material effect on the financial statements.
Our management, with the participation
of our Principal Executive Officer and Principal Financial and Accounting Officer, assessed the effectiveness of our internal control
over financial reporting as of December 31, 2025 using the criteria established in Internal Control - Integrated Framework (2013) issued
by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment and those criteria, management
concluded that our internal control over financial reporting were effective as of December 31, 2025.
Changes
in Internal Control over Financial Reporting
There
were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange
Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.
Item
9B. Other Information
None.
Item
9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not
applicable.
57
Part
III
Item
10. Directors, Executive Officers and Corporate Governance
Our
executive officers and directors are as follows:
|
NAME |
|
AGE |
|
POSITION | |
|
Mark Gerhard |
|
49 |
|
Chief Executive Officer and
Director | |
|
Riaan Hodgson |
|
56 |
|
Chief Operating Officer and
Director | |
|
David Gomberg |
|
53 |
|
President and Director | |
|
Mickie Rosen |
|
58 |
|
Director | |
|
Michael Jesselson |
|
74 |
|
Director | |
|
Robert Foresman |
|
57 |
|
Director | |
|
Thomas Vu |
|
47 |
|
Director | |
*Mark
Gerhard*, 49, has been our Chief Executive Officer and a Director since January 2024. Mr. Gerhard served as the Chief Executive
Officer and a Director of Ascendant Digital Acquisition Corp. III (Ascendant III) from January 2021 until its dissolution
in February 2023. Mr. Gerhard served as the Chief Executive Officer and a director of Ascendant Digital Acquisition Corp. (Ascendant
I) from March 2020 until its business combination with MarketWise in July 2021. He currently serves as the Chairman of Pulsiv
Ltd, a deep technology company disrupting power electronics, a director of Build a Rocket Boy, an innovative video game and technology
developer and publisher, and Chief Executive Officer and Chief Technical Officer of JustWontDie Ltd, a video game developer and publisher,
where he has also served as a director since January 2020. Mr. Gerhard has been a director of Cambridge Venture Partners since October
2004, where he acts as an investor and advisor, focusing on technology and video games. He has also served as the Vice Chairman of TIGA,
the United Kingdoms trade body for video game developers and publishers, since 2013. Previously, Mr. Gerhard was a director and
member of the Audit, Nominating and Corporate Governance and Compensation Committees for MarketWise from July 2021 to November 2023.
He also served as Chairman of the board of directors and Chair of the Nominating and Corporate Governance Committee from May 2023 to
November 2023. Mr. Gerhard was also the Chief Executive Officer and Chief Technical Officer of Beauty Labs International Ltd, a technology
company that provides AI applications for beauty brands from December 2019 until August 2021. Previously, Mr. Gerhard was the Chief Executive
Officer and Chief Technical Officer of Disruptional Ltd (f/k/a PlayFusion Ltd) until its voluntary liquidation in 2022, following the
sale of its subsidiary. From February 2008 to January 2015, Mr. Gerhard was the Chief Executive Officer and Chief Technical Officer of
Jagex Game Studios, the makers of RuneScape. We believe Mr.Gerhard is qualified to serve on our board of directors because of his
extensive experience in the artificial intelligence industry and deep tech technologies.
**
*Riaan
Hodgson*, 56, has been our Chief Operating Officer and a Director since January 2024. Mr. Hodgson served as the Chief Operating
Officer and a Director of Ascendant III from January 2021 until its dissolution in February 2023. Mr. Hodgson served as the Chief Operating
Officer and a director of Ascendant I from March 2020 until its business combination with MarketWise in July 2021. Mr. Hodgson currently
serves as the Chief Operating Officer and Chief Financial Officer of JustWontDie Ltd, a games developer and publisher, and has been a
director since January 2020. He has also been a director of Cambridge Venture Partners since January 2015, where he acts as an investor
and advisor, focusing on technology and games. Previously, Mr. Hodgson was a Director and Chair of the Audit Committee of Marketwise
from July 2021 to November 2023. Prior to that, he was a director of Ascendant Acquisition Corp from March 2020 to July 2021. Mr. Hodgson
was also the Chief Operating Officer and Chief Financial Officer of BeautyLabs International Ltd, a technology company that provides
AI applications for beauty brands, from December 2019 until August 2021. Previously, Mr. Hodgson was the Chief Operating Officer and
Chief Financial Officer of Disruptional Ltd (f/k/a PlayFusion Ltd) until its voluntary liquidation in 2022, following the sale of its
subsidiary. From April 2008 to January 2015, Mr. Hodgson was the Chief Operating Officer and Chief Financial Officer of Jagex Game Studios,
the maker of RuneScape. Mr. Hodgson is a chartered accountant, who trained with Ernst & Young and has finance and commerce degrees
from North-West University. We believe Mr.Hodgson is qualified to serve on our board of directors because of his finance experience
in the technology industry.
**
**
58
**
*David
Gomberg*, 53, has been our President and a Director since January 2024. Mr. Gomberg served as President and a Director of Ascendant
III from January 2021 until its dissolution in February 2023. Mr. Gomberg served as the President and a director of Ascendant I from
March 2020 until its business combination with MarketWise in July 2021. Mr. Gomberg served as Co-Founder of Beauty Labs International
Ltd and Disruptional Ltd (f/k/a PlayFusion Ltd) from 2019 to 2021, and 2015 to 2022, respectively. Disruptional Ltd was voluntarily liquidated
in 2022 following the sale of its subsidiary. Additionally, in 2019, Mr. Gomberg co-founded JustWontDie Ltd, a games developer and publisher.
He has also been the Co-Founder and Chief Executive Officer of Lazoo Worldwide Inc., a developer of transmedia properties and mobile
applications, since January 2010. Mr. Gomberg was previously the Chief Web Officer of Bunk1.com, a provider of web services for summer
camps, and the Vice President of Nextoy, where he conceived, marketed and licensed products to global toy companies. Mr. Gomberg has
over 20 years in the digital entertainment industry. Mr. Gomberg received a B.A. degree from Duke University in 1995. We believe Mr.Gomberg
is qualified to serve on our board of directors due to his vast experience in the digital entertainment industry.
**
*Mickie
Rosen*, 58, has served on our board of directors since June 10, 2024. Ms. Rosen has been a principal at Mickie Rosen Consulting
since October 2013, where she advises and serves on the boards of early, growth, and public companies. She has served as a director of
the Bank of Queensland (ASX: BOQ) since March 2021 where she serves as the chair of the transformation and technology committee and as
a member of the audit, risk, people, culture and remuneration, and nominating and corporate governance committees. She is also a director
of Nine Entertainment Co. (ASX: NEC) and a member of the nominating and corporate governance committee since March 2017 and has served
on the audit committee since June 2024 and the people and culture committee since December 2025. Prior, Ms. Rosen served as a director
of Domain Holdings Australia Limited (ASX: DHG) from September 2024 until its acquisition in August 2025 and served as a director of
FaZe Clan (Nasdaq: FAZE) from July 2022 until its acquisition in March 2024 where she was a member of the audit and nominating and corporate
governance committees. She was also a director of Ascendant III from November 2021 to February 2023, Ascendant I from July 2020 until
its business combination with MarketWise in July 2021, and Pandora Media (Nasdaq: P), from October 2015 until its acquisition in February
2019, where she served as the chair of the nominating and corporate governance committee and as a member of the compensation committee.
Prior to her work as an advisor and director, Ms. Rosen was the president of the Tribune Publishing Company, a senior advisor to the
Boston Consulting Group, senior vice president of Global Media & Commerce for Yahoo, a partner with venture capital firm Fuse Capital,
senior vice president and general manager of entertainment for Fox Interactive Media, senior vice president of product and marketing
with Fandango, and an executive with The Walt Disney Company. Ms. Rosen built the foundation of her career with McKinsey & Company
and holds an MBA from Harvard Business School. We believe Ms. Rosen is qualified to serve on our board of directors because of her extensive
experience operating as an executive and entrepreneur, providing advisory services to, and serving on, the boards of directors of various
companies in the media and technology industry.
**
*Michael
Jesselson*, 74, has served on our board of directors since June 10, 2024. Mr. Jesselson has been president and chief executive
officer of Jesselson Capital Corporation since 1994 and was an early investor in internet startups such as ICQ Mirabilis, which was sold
to AOL. He previously served on the board of directors of Ascendant III from November 2021 until its liquidation in January 2023. Mr.
Jesselson served as a director of Ascendant I from July 2020 until its business combination with MarketWise in July 2021. Mr. Jesselson
served as a lead independent director of American Eagle Outfitters, Inc. (Nasdaq: AEO) from November 1997 to May 2017. He has been on
the board of directors of XPO Logics (Nasdaq: XPO) since 2016. Prior to that, he worked at Philipp Brothers, a division of Engelhard
Industries, from 1972 to 1981, then at Salomon Brothers Inc. in the mortgage-backed security trading department. He has been the director
of C-III Capital Partners LLC, Clarity Capital and Cricket/EPals since 2012, 2014 and 2016, respectively, as well as numerous philanthropic
organizations. We believe Mr.Jesselson is qualified to serve on our board of directors because of his experience as an independent
director of public companies.
**
**
59
**
*Robert
Foresman,*57*,*has served on our board of directors since June 10, 2024. Since February 2026, Mr. Foresman has served
as the Vice Chairman of KingsRock Advisors, LLC, a global financial services firm based in New York. He previously served as a director
of Twelve Seas Acquisition Corporation II from February 2021 until June 2024 and as a director of Ascendant III from November 2021 until
liquidation in January 2023. Mr. Foresman served as a director of Ascendant I from July 2020 until its business combination with MarketWise
in July 2021. Mr. Foresman served as vice chairman of UBS Investment Bank (Nasdaq: UBS), based in New York, from October 2016 to April
2020. Mr. Foresman was also chairman of OOO UBS Bank in Russia as well as UBS Group country head for Russia and the Commonwealth of Independent
States region (CIS) from January 2018 to April 2020. Prior to joining UBS, Mr. Foresman was the Barclays Group (OTC: BCLYF)
country head for Russia and the wider region from December 2009 to April 2016, where he represented and coordinated the activities of
Barclays Group in the region, including investment banking and wealth management. Prior to his work at Barclays, Mr. Foresman was deputy
chairman of Renaissance Capital (from August 2006 to November 2009), chairman of the management committee for Russia and the CIS at Dresdner
Kleinwort Wasserstein (from January 2001 to June 2006) and head of investment banking for Russia and the CIS at ING Barings (from August
1997 to December 2000). Mr. Foresman also ran the Ukrainian Privatization Advisory office of the International Finance Corporation (IFC)
from June 1993 to November 1995 in Kyiv and worked on private equity and project finance transactions as an investment officer at IFCs
head office in Washington, DC, from December 1995 to July 1997. Mr. Foresman served as an independent non-executive director of TMK Group
(MCX: TRMK), a producer of steel pipes for the oil & gas industry, from June 2012 to June 2019. Mr. Foresman has served as senior
advisor to SDR Ventures (which holds his FINRA licenses) since June 2022. Mr. Foresman has served as a shareholder and director
of Miami Steel, a $650 million private greenfield steel mill development in Homestead, Florida, since June 2020. Mr. Foresman has served
as a director of REalloys, Inc. (Nasdaq: ALOY), a heavy rare earth, defense-focused feedstock-to-magnet company since February 2026.
Mr. Foresman has served as a director of Noventiq Holdings PLC, a global leader in IT services, digital transformation, and cybersecurity,
since October 2025.
Mr. Foresman was a
member of the advisory board of Harvard Universitys David Center for Russian and Eurasian Studies from January 2016 until December
2023 and is a lifetime member of the Council on Foreign Relations since March 2015. Mr. Foresman graduated from Harvard Universitys
Graduate School of Arts & Sciences in 1993 and Bucknell University in 1990. We believe Mr.Foresman is qualified to serve on
our board of directors because of his global experience as an investment banker.
**
*Thomas
Vu,*47*,*has served on our board of directors since June 9, 2025. Mr. Vu served as a board member of Jagex Limited
and Behavior Interactive since May 2025 and June 2023 respectively. From September 2011 until April 2021, Mr. Vu was a senior executive
at Riot Games. During his time at Riot Games, he was a product director and executive producer of League of Legends, an executive producer
of Arcane, an animated series on Netflix, the head of creative development and served on the M&A team that evaluated external projects
and teams for Riot investments, among other responsibilities. From January 2001 to August 2011, Mr. Vu was a lead designer and lead producer
at Electronic Arts Inc. (Nasdaq: EA), having worked on several games, including The Sims 2, SimCity 4 and Spore. Mr. Vu received his
bachelor of arts degree in Cognitive Science in neuroscience and human computer interaction from the University of California, San Diego.
We believe Mr. Vu is qualified to serve on our board of directors because of his vast experience in the video gaming industry.
Number
and Terms of Office of Officers and Directors
Our
board of directors consists of seven members and is divided into three classes with only one class of directors being appointed in each
year, and with each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term.
In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual general meeting until one year after
our first fiscal year end following our listing on Nasdaq. The term of office of the first class of directors, consisting of Mickie Rosen
and Robert Foresman, will expire at our first annual general meeting. The term of office of the second class of directors, consisting
of Michael Jesselson and Thomas Vu, will expire at the second annual general meeting. The term of office of the third class of directors,
consisting of Mark Gerhard, Riaan Hodgson and David Gomberg, 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.
60
Director
Independence
The
rules of Nasdaq require that a majority of our board of directors be independent within one year of our initial public offering. An independent
director is defined generally as a person who, in the opinion of the companys board of directors, has no material relationship
with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the
company). Our board of directors has determined that each of Mickie Rosen, Michael Jesselson, Robert Foresman and Thomas Vu is an independent
director as defined in Nasdaq listing standards and applicable SEC rules. Our independent directors have regularly scheduled meetings
at which only independent directors are present.
Committees
of the Board of Directors
Our
board of directors has two standing committees: an audit committee and a compensation committee. Each of our audit committee and our
compensation committee is composed solely of independent directors. Subject to phase-in rules, the rules of Nasdaq and Rule 10A-3 of
the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and the rules of
Nasdaq require that the compensation committee of a listed company be comprised solely of independent directors. Each committee operates
under a charter that was approved by our board of directors and has the composition and responsibilities described below. The charter
of each committee is available on our website.
Audit
Committee
The
members of our audit committee are Mickie Rosen, Robert Foresman and Michael Jesselson. Under Nasdaq listing standards and applicable
SEC rules, we are required to have at least three members of the audit committee, all of whom must be independent. Each of Mickie Rosen,
Robert Foresman and Michael Jesselson meets the independent director standard under Nasdaq listing standards and under Rule 10-A-3(b)(1)
of the Exchange Act. Michael Jesselson serves as chair of the audit committee.
Each
member of the audit committee is financially literate and our board of directors has determined that Michael Jesselson qualifies as an
audit committee financial expert as defined in applicable SEC rules and 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 auditors qualifications and
independence, and (4) the performance of our internal audit function and independent auditors;
the appointment, compensation, retention, replacement, and oversight of the work of the independent
auditors and any other independent registered public accounting firm engaged by us; | |
|
| pre-approving
all audit and non-audit services to be provided by the independent auditors or any other
registered public accounting firm engaged by us, and establishing pre-approval policies and
procedures; reviewing and discussing with the independent auditors all relationships the
auditors have with us in order to evaluate their continued independence; | |
|
| setting
clear policies for audit partner rotation in compliance with applicable laws and regulations;
obtaining and reviewing a report, at least annually, from the independent auditors describing
(1) the independent auditors internal quality-control procedures and (2) any material
issues raised by the most recent internal quality-control review, or peer review, of the
audit firm, or by any inquiry or investigation by governmental or professional authorities,
within the preceding five years respecting one or more independent audits carried out by
the firm and any steps taken to deal with such issues; | |
61
|
| 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 Managements Discussion and Analysis of Financial Condition and Results
of Operations; | |
|
| reviewing
and approving any related party transaction required to be disclosed pursuant to Item 404
of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and | |
|
| reviewing
with management, the independent auditors, and our legal advisors, as appropriate, any legal,
regulatory or compliance matters, including any correspondence with regulators or government
agencies and any employee complaints or published reports that raise material issues regarding
our financial statements or accounting policies and any significant changes in accounting
standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other
regulatory authorities. | |
Compensation
Committee
The
members of our compensation committee are Mickie Rosen, Robert Foresman and Michael Jesselson. Under Nasdaq listing standards and applicable
SEC rules, we are required to have at least two members of the compensation committee, all of whom must be independent. Each of Mickie
Rosen, Bob Foresman and Michael Jesselson are independent. Robert Foresman chairs the compensation committee.
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 corporate goals and objectives relevant to our chief
executive officers compensation, evaluating our chief executive officers performance
in light of such goals and objectives and determining and approving the remuneration (if
any) of our chief executive officer based on such evaluation; | |
|
| reviewing
and making recommendations to our board of directors with respect to the compensation, and
any incentive compensation and equity based plans that are subject to board approval of all
of our other officers; | |
|
| reviewing
our executive compensation policies and plans; | |
|
| implementing
and administering our incentive compensation equity-based remuneration plans; | |
|
| assisting
management in complying with our proxy statement and annual report disclosure requirements; | |
|
| approving
all special perquisites, special cash payments and other special compensation and benefit
arrangements for our officers and employees; | |
|
| producing
a report on executive compensation to be included in our annual proxy statement; and | |
|
| reviewing,
evaluating and recommending changes, if appropriate, to the remuneration for directors. | |
Notwithstanding
the foregoing, other than the payment of $10,000 per month to our Sponsor for office space, utilities and secretarial and administrative
support and reimbursement of expenses, no compensation of any kind, including finders, consulting or other similar fees, will be paid
to any of our existing shareholders, officers, directors or any of their respective affiliates, prior to, or for any services they render
in order to effectuate the consummation of an initial Business Combination. Accordingly, it is likely that prior to the consummation
of an initial Business Combination, the compensation committee will only be responsible for the review and recommendation of any compensation
arrangements to be entered into in connection with such initial Business Combination.
The
compensation committee charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice
of a compensation consultant, independent legal counsel or other adviser and is directly responsible for the appointment, compensation
and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external
legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors
required by Nasdaq and the SEC.
62
Director
Nominations
We
do not have a standing nominating committee though we intend to form a corporate governance and nominating committee as and when required
to do so by law or Nasdaq rules. In accordance with Rule 5605(e) of the Nasdaq rules, a majority of the independent directors may recommend
a director nominee for selection by our board of directors. Our board of directors believes that our independent directors can satisfactorily
carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee.
The directors who participate in the consideration and recommendation of director nominees are Mickie Rosen, Robert Foresman, Michael
Jesselson and Thomas Vu. In accordance with Rule 5605 of the Nasdaq rules, all such directors are independent. As there is no standing
nominating committee, we do not have a nominating committee charter in place.
The
board of directors will also consider director candidates recommended for nomination by our shareholders during such times as they are
seeking proposed nominees to stand for appointment at the next annual general meeting (or, if applicable, an extraordinary general meeting).
Our shareholders that wish to nominate a director for appointment to our board of directors should follow the procedures set forth in
our amended and restated memorandum and articles of association.
We
have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess.
In general, in identifying and evaluating nominees for director, the board of directors considers educational background, diversity of
professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent
the best interests of our shareholders. Prior to our initial Business Combination, holders of our Public Shares will not have the right
to recommend director candidates for nomination to our board of directors.
Compensation
Committee Interlocks and Insider Participation
None
of our 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 officers serving on our board of directors.
Code
of Business Conduct and Ethics, Insider Trading Policy and Committee Charters
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 this Form 10-K. You are 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 can be provided without charge
upon request from us. If we make any amendments to our Code of Ethics other than technical, administrative or other non-substantive amendments,
or grant any waiver, including any implicit waiver, from a provision of the Code of Ethics applicable to our principal executive officer,
principal financial officer principal accounting officer or controller or persons performing similar functions requiring disclosure under
applicable SEC or Nasdaq rules, we will disclose the nature of such amendment or waiver on our website. The information included on our
website is not incorporated by reference into this Form 10-K or in any other report or document we file with the SEC, and any references
to our website are intended to be inactive textual references only.
We
have also adopted a policy regarding insider training and dissemination of inside information (the Insider Trading Policy)
governing the purchase, sale, and other disposition of our securities by our directors, officers, and employees as well as by the Company
that we believe is reasonably designed to promote compliance with insider trading laws, rules, and regulations and listing standards
applicable to the Company. A copy of our Insider Trading Policy is filed as Exhibit 19 to this Form 10-K.
63
Limitation
on Liability and Indemnification of Officers and Directors
Cayman
Islands law does not limit the extent to which a companys memorandum and articles of association may provide for indemnification
of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public
policy, such as to provide indemnification against willful default, fraud or the consequences of committing a crime. Our amended and
restated memorandum and articles of association provide for indemnification of our officers and directors to the maximum extent permitted
by law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful
neglect. We have purchased a policy of directors and officers liability insurance that insures our officers and directors
against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify
our officers and directors.
Our
officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the Trust Account,
and have agreed to waive any right, title, interest or claim of any kind they may have in the future as a result of, or arising out of,
any services provided to us and will not seek recourse against the Trust Account for any reason whatsoever. Accordingly, any indemnification
provided will only be able to be satisfied by us if (i) we have sufficient funds outside of the Trust Account or (ii) we consummate an
initial Business Combination.
Our
indemnification obligations may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their
fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and
directors, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholders
investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors
pursuant to these indemnification provisions.
We
believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced
officers and directors.
Item
11. Executive Compensation.
None
of our executive officers or directors has received any cash compensation for services rendered. We pay our Sponsor $10,000 per month
for office space, secretarial and administrative services provided to members of our management team until the consummation of our initial
Business Combination. No compensation of any kind, including any finders fee, reimbursement, consulting fee or monies in respect
of any payment of a loan, will be paid by us to our Sponsor, officers and directors, or any affiliate of theirs, for services rendered
prior to, or for any services rendered in order to effectuate, the consummation of our initial Business Combination (regardless of the
type of transaction that it is). However, these individuals will be entitled to certain payments including, but not limited to, reimbursement
for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and
performing due diligence on suitable business combinations. Our audit committee reviews on a quarterly basis all payments that were made
to our Sponsor, officers or directors, or our or their affiliates. Any such payments prior to an initial Business Combination will be
made using funds held outside the Trust Account. Other than quarterly audit committee review of such payments, we do not expect to have
any additional controls in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket
expenses incurred in connection with identifying and consummating an initial Business Combination.
After
the completion of our initial Business Combination, directors or members of our management team who remain with us may be paid consulting
or management fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in
the tender offer materials or proxy solicitation materials furnished to our shareholders in connection with a proposed initial Business
Combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or
members of management. It is unlikely the amount of such compensation will be known at the time of the proposed initial Business Combination,
because the directors of the post-combination business will be responsible for determining officer and director compensation. Any compensation
to be paid to our officers will be determined, or recommended to the board of directors for determination, either by a compensation committee
constituted solely by independent directors or by a majority of the independent directors on our board of directors.
64
We
do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation
of our initial Business Combination, although it is possible that some or all of our officers and directors may negotiate employment
or consulting arrangements to remain with us after our initial Business Combination. The existence or terms of any such employment or
consulting arrangements to retain their positions with us may influence our managements motivation in identifying or selecting
a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial Business
Combination will be a determining factor in our decision to proceed with any potential Business Combination. We are not party to any
agreements with our officers and directors that provide for benefits upon termination of employment.
Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters.
The
following table sets forth information regarding the beneficial ownership of our ordinary shares as of March 12, 2026,
by:
|
| each
person known by us to be the beneficial owner of more than 5% of our outstanding ordinary
shares; | |
|
| each
of our officers and directors; and | |
|
| all
our officers and directors as a group. | |
Unless
otherwise indicated, we believe that all persons named in the table below have sole voting and investment power with respect to all ordinary
shares beneficially owned by them. The following table does not reflect beneficial ownership of the Public Warrants or Private Placement
Warrants as these warrants are not exercisable within 60 days of the date of this Form 10-K.
We
have based our calculation of the percentage of beneficial ownership on 28,750,000 Class A Ordinary Shares and 7,187,500 Class B ordinary
shares issued and outstanding as of March 12, 2026.
|
| |
Class A | | |
Class B | | |
| | |
|
| |
Ordinary Shares | | |
Ordinary Shares | | |
Approximate | | |
|
| |
Number of | | |
| | |
Number of | | |
| | |
Percentage of | | |
|
| |
Shares | | |
Approximate | | |
Shares | | |
Approximate | | |
Outstanding | | |
|
| |
Beneficially | | |
Percentage of | | |
Beneficially | | |
Percentageof | | |
Ordinary | | |
|
Name and Address of Beneficial Owner(1) | |
Owned | | |
Class | | |
Owned(2) | | |
Class | | |
Shares | | |
|
Directors and Officers | |
| | |
| | |
| | |
| | |
| | |
|
Mark Gerhard | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
|
Riaan Hodgson | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
|
David Gomberg(3) | |
| - | | |
| - | | |
| 7,067,500 | | |
| 98.3 | % | |
| 19.6 | % | |
|
Mickie Rosen | |
| - | | |
| - | | |
| 30,000 | | |
| * | | |
| * | | |
|
Michael Jesselson | |
| - | | |
| - | | |
| 30,000 | | |
| * | | |
| * | | |
|
Robert Foresman | |
| - | | |
| - | | |
| 30,000 | | |
| * | | |
| * | | |
|
Thomas Vu | |
| | | |
| | | |
| 30,000 | | |
| * | | |
| * | | |
|
All directors and officers as a group (7 individuals) | |
| - | | |
| - | | |
| 7,187,500 | | |
| 100.0 | % | |
| 20.0 | % | |
|
Five Percent Holders | |
| | | |
| | | |
| | | |
| | | |
| | | |
|
Centurion Sponsor LP(3) | |
| - | | |
| - | | |
| 7,067,500 | | |
| 98.3 | % | |
| 19.6 | % | |
|
Picton Mahoney Asset Management(4) | |
| 1,875,000 | | |
| 6.5 | % | |
| - | | |
| - | | |
| 5.2 | % | |
|
Magnetar Financial LLC(5) | |
| 1,856,250 | | |
| 6.5 | % | |
| - | | |
| - | | |
| 5.2 | % | |
|
Karpus Investment Management(6) | |
| 1,607,039 | | |
| 5.6 | % | |
| - | | |
| - | | |
| 4.5 | % | |
|
AQR Capital Management, LLC(7) | |
| 1,784,642 | | |
| 6.2 | % | |
| - | | |
| - | | |
| 5.0 | % | |
|
Wealthspring Capital LLC(8) | |
| 1,869,578 | | |
| 6.5 | % | |
| - | | |
| - | | |
| 5.2 | % | |
|
Polar Asset Management Partners Inc.(9) | |
| 925,000 | | |
| 3.2 | % | |
| - | | |
| - | | |
| 2.6 | % | |
|
LMR Partners LLP(10) | |
| 1,875,000 | | |
| 6.5 | % | |
| - | | |
| - | | |
| 5.2 | % | |
|
First Trust Merger Arbitrage Fund(11) | |
| 2,620,986 | | |
| 9.1 | % | |
| - | | |
| - | | |
| 7.3 | % | |
|
Barclays PLC(12) | |
| 1,862,500 | | |
| 6.5 | % | |
| - | | |
| - | | |
| 5.2 | % | |
|
MMCAP International Inc. SPC(13) | |
| 2,475,000 | | |
| 8.6 | % | |
| - | | |
| - | | |
| 6.9 | % | |
|
HGC Investment Management Inc.(14) | |
| 1,450,000 | | |
| 5.0 | % | |
| - | | |
| - | | |
| 4.0 | % | |
|
Meteora Capital, LLC(15) | |
| 1,731,507 | | |
| 6.0 | % | |
| - | | |
| - | | |
| 4.8 | % | |
|
The Goldman Sachs Group, Inc.(16) | |
| 1,847,713 | | |
| 6.4 | % | |
| - | | |
| - | | |
| 5.1 | % | |
|
* |
Less than
1% | |
65
|
(1) | Unless
otherwise noted, the business address of each of the following entities or individuals is c/o Centurion Acquisition Corp., 667 Madison
Avenue, 5th Floor, New York, New York 10065. |
|
|
(2) | Interests
shown consist solely of Founder Shares, classified as Class B ordinary shares. Such shares will automatically convert into Class A Ordinary
Shares concurrently with or immediately following the consummation of our initial Business Combination, or earlier at the option of the
holders thereof, on a one-for-one basis, subject to adjustment. |
|
|
(3) | Centurion
Sponsor LP is the record holder of the shares reported herein. Centurion Sponsor GP LLC is the general partner of Centurion Sponsor LP
and has voting and investment discretion over the securities held by Centurion Sponsor LP. Mr. Gomberg is the manager of Centurion Sponsor
GP LLC and has voting and investment discretion over the securities held by Centurion Sponsor GP LLC. |
|
|
(4) | According
to a Schedule 13G filed with the SEC on October 17, 2024 on behalf of Picton Mahoney Asset Management. The principal business address
for the reporting person is 33 Yonge Street, #320, Toronto, ON M5E 1G4. |
|
|
(5) | According
to a Schedule 13G filed with the SEC on November 6, 2024 by Magnetar Financial LLC (Magnetar Financial), Magnetar Capital
Partners LP (Magnetar Capital Partners), Supernova Management LLC (Supernova Management) and David J. Snyderman
(Mr. Snyderman) with respect to shares held for Magnetar Constellation Master Fund, Ltd (Constellation Master Fund),
Magnetar Xing He Master Fund Ltd (Xing He Master Fund), Magnetar SC Fund Ltd (SC Fund), Purpose Alternative
Credit Fund Ltd (Purpose Credit Fund), Magnetar Structured Credit Fund, LP (Structured Credit Fund), Magnetar
Alpha Star Fund LLC (Alpha Star Fund), Magnetar Lake Credit Fund LLC (Lake Credit Fund), Purpose Alternative
Credit Fund - T LLC (Purpose Credit Fund - T and, all such funds collectively, the Magnetar Funds). Magnetar
Financial serves as the investment adviser to the Magnetar Funds, and as such, Magnetar Financial exercises voting and investment power
over the shares held for the Magnetar Funds accounts. Magnetar Capital Partners serves as the sole member and parent holding company
of Magnetar Financial. Supernova Management is the general partner of Magnetar Capital Partners. The manager of Supernova Management
is Mr. Snyderman. The principal business address of each of Magnetar Financial, Magnetar Capital Partners, Supernova Management, and
Mr. Snyderman is 1603 Orrington Avenue, 13th Floor, Evanston, Illinois 60201. |
|
|
(6) | According
to a Schedule 13G Amendment filed with the SEC on April 7, 2025 by Karpus Management, Inc., d/b/a Karpus Investment Management (Karpus).
Karpus is a registered investment adviser under Section 203 of the Investment Advisers Act of 1940. Karpus is controlled by City of London
Investment Group plc (CLIG), which is listed on the London Stock Exchange. However, in accordance with SEC Release No.
34-39538 (January 12, 1998), effective informational barriers have been established between Karpus and CLIG such that voting and investment
power over the subject securities is exercised by Karpus independently of CLIG, and, accordingly, attribution of beneficial ownership
is not required between Karpus and CLIG. The shares reported herein are owned directly by the accounts managed by Karpus. The principal
business address of Karpus is 183 Sullys Trail, Pittsford, New York 14534. |
|
|
(7) | According
to a Schedule 13G Amendment filed with the SEC on May 14, 2025 on behalf of AQR Capital Management, LLC, AQR Capital Management Holdings,
LLC, and AQR Arbitrage, LLC. AQR Capital Management, LLC is a wholly owned subsidiary of AQR Capital Management Holdings, LLC. AQR Arbitrage,
LLC is deemed to be controlled by AQR Capital Management, LLC. The principal business address of all three entities is One Greenwich
Plaza, Suite 130, Greenwich, Connecticut 06830. |
|
|
(8) | According
to a Schedule 13 filed with the SEC on November 14, 2024 by Wealthspring Capital LLC (Wealthspring) and Matthew Simpson.
Mr. Simpson is a manager of Wealthspring. The principal business address of Wealthspring and Mr. Simpsn is 2 Westchester Park Drive,
Suite 108, West Harrison, NY 10604. |
|
|
(9) | According
to a Schedule 13G filed with the SEC on August 14, 2025 by Polar Asset Management Partners Inc. (Polar Asset Management Partners).
Polar Asset Management Partners serves as the investment advisor to Polar Multi-Strategy Master Fund (PMSMF) with respect
to the shares directly held by PMSMF. The principal business address of Polar Asset Management Partners is 16 York Street, Suite 2900,
Toronto, ON, Canada. |
|
|
(10) | According
to a Schedule 13G filed with the SEC on November 14, 2024 by LMR Partners LLP, LMR Partners Limited, LMR Partners LLC, LMR Partners AG,
LMR Partners (DIFC) Limited and LMR Partners (Ireland) Limited (collectively, the LMR Investment Managers), Ben Levine
and Stefan Renold (together with the LMR Investment Managers, the LMR Reporting Persons). The LMR Investment Managers serve
as the investment managers to certain funds with respect to the Class A Ordinary Shares held by certain funds. Ben Levine and Stefan
Renold, are ultimately in control of the investment and voting decisions of the LMR Investment Managers with respect to the securities
held by certain funds. The Class A Ordinary Shares beneficially owned by the LMR Reporting Persons are directly held by LMR Multi-Strategy
Master Fund Limited (LMR Master Fund) and LMR CCSA Master Fund Ltd (LMR CCSA Master Fund). Each of LMR Master
Fund and LMR CCSA Master Fund acquired 937,500 Units in the IPO. By virtue of holding the Units, each of LMR Master Fund and LMR CCSA
Master Fund directly holds 937,500 Class A Ordinary Shares (the LMR Shares). In addition to the LMR Shares, by virtue of
holding the Units, each of LMR Master Fund and LMR CCSA Master Fund also directly holds 468,750 Public Warrants. The principal business
address of the LMR Reporting Persons is c/o LMR Partners LLP, 9th Floor, Devonshire House, 1 Mayfair Place, London, W1J 8AJ, United Kingdom. |
|
66
|
(11) | According
to a Schedule 13G filed with the SEC on November 14, 2024 by First Trust Merger Arbitrage Fund (VARBX), First Trust Capital
Management L.P. (FTCM), First Trust Capital Solutions L.P. (FTCS), and FTCS Sub GP LLC (Sub GP).
FTCM, an investment adviser registered with the SEC that provides investment advisory services to, among others, (i) series of Investment
Managers Series Trust II, an investment company registered under the Investment Company Act of 1940, specifically First Trust Multi-Strategy
Fund and VARBX, (ii) First Trust Alternative Opportunities Fund, an investment company registered under the Investment Company Act of
1940, and (iii) Highland Capital Management Institutional Fund II, LLC, a Delaware limited liability company (collectively, the Client
Accounts). As investment adviser to the Client Accounts, FTCM has the authority to invest the funds of the Client Accounts in
securities as well as the authority to purchase, vote and dispose of securities, and may thus be deemed the beneficial owner of any Ordinary
Shares held in the Client Accounts. As of September 30, 2024, VARBX owned 2,348,500 Ordinary Shares, while FTCM, FTCS and Sub GP collectively
owned 2,620,986 Ordinary Shares. FTCS and Sub GP may be deemed to control FTCM and therefore may be deemed to be beneficial owners of
the Ordinary Shares reported in this Schedule 13G. No one individual controls FTCS or Sub GP. FTCS and Sub GP do not own any Ordinary
Shares for their own accounts. The principal business address of FTCM, FTCS and Sub GP is 225 W. Wacker Drive, 21st Floor, Chicago, IL
60606. The principal business address of VARBX is 235 West Galena Street, Milwaukee, WI 53212. |
|
|
(12) | According
to a Schedule 13G Amendment filed with the SEC on May 13, 2025 on behalf of Barclays PLC. The principal business address of Barclays
PLC is 1 Churchill Place, London. |
|
|
(13) | According
to a Schedule 13G Amendment filed with the SEC on August 12, 2025 by MMCAP International Inc. SPC (MMCAP) and MM Asset
Management Inc.(MM Asset Management). The principal business address of MMCAP is c/o Mourant Governance Services (Cayman)
Limited, 94 Solaris Avenue, Camana Bay, P.O. Box 1348, Grand Cayman, KY1-1108, Cayman Islands. The principal business address of MM Asset
Management is 161 Bay Street, TD Canada Trust Tower, Suite 2240, Toronto, ON, M5J 2S1, Canada. |
|
|
(14) | According
to a Schedule 13G filed with the SEC on February 17, 2026 by HGC Investment Management Inc. (HGC). HGC serves as the investment
manager to The HGC Fund LP (the Fund), with respect to the Ordinary Shares held by HGC on behalf of the Fund. The principal
business address of HGC is 1027 Yonge Street, Suite 301, Toronto, ON, M4W 2K9. |
|
|
(15) | According
to a Schedule 13G filed with the SEC on August 14, 2025 by Meteora Capital, LLC (Meteora Capital) with respect to the Ordinary
Shares held by certain funds and managed accounts to which Meteora Capital serves as investment manager (collectively, the "Meteora
Funds") and Vik Mittal, who serves as the Managing Member of Meteora Capital, with respect to the Ordinary Shares held by the Meteora
Funds. The principal business address of Meteora Capital is 1200 N Federal Hwy, #200, Boca Raton FL 33432. |
|
|
(16) | According
to a Schedule 13G filed with the SEC on August 12, 2025 by The Goldman Sachs Group, Inc. The principal business address of The Goldman
Sachs Group, Inc. is 200 West Street New York, New York 10282. |
|
Item
13. Certain Relationships and Related Transactions, and Director Independence
Founder
Shares
On
January 23, 2024, our Sponsor purchased an aggregate of 5,750,000 Founder Shares for an aggregate purchase price of $25,000, or approximately
$0.004 per share. On April 29, 2024, the Company affected a share capitalization of 1,437,500 Founder Shares, resulting in our Sponsor
holding 7,187,500 Founder Shares. On May 20, 2024, our Sponsor transferred 30,000 Founder Shares to each of Companys three independent
directors (an aggregate of 90,000 Founder Shares), resulting in our Sponsor holding 7,097,500 Founder Shares. On June 9, 2025, our Sponsor
transferred 30,000 Founder Shares to a new independent director, resulting in our Sponsor holding 7,067,500 Founder Shares. All share
and per-share amounts have been retroactively restated to reflect the share capitalization. The number of Founder Shares outstanding
was determined based on the expectation that the total size of the IPO would be a maximum of 28,750,000 units if the underwriters
over-allotment option was exercised in full, and therefore that such Founder Shares would represent 20% of the outstanding shares after
the IPO.
67
Private
Placement Warrants
Our
Sponsor, Cantor and Odeon purchased an aggregate of 7,000,000 Private Placement Warrants for an aggregate purchase price of $7,000,000,
or $1.00 per warrant, in a private placement that occurred simultaneously with the closing of the IPO. Of those 7,000,000 Private Placement
Warrants, our Sponsor purchased 4,500,000 Private Placement Warrants, Cantor purchased 1,750,000 Private Placement Warrants and Odeon
purchased 750,000. The Private Placement Warrants are identical to the warrants sold as part of the units in the IPO except that, so
long as they are held by our Sponsor, Cantor, Odeon or their respective permitted transferees, (i) may not (including the underlying
securities), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion
of our initial Business Combination, (ii) and will be entitled to registration rights and (iii) with respect to Private Placement Warrants
held by Cantor, Odeon and/or their respective designees, will not be exercisable more than five years from the commencement of sales
in the IPO in accordance with FINRA Rule 5110(g)(8). A portion of the purchase price of the Private Placement Warrants were added to
the proceeds from the IPO to be held in the Trust Account such that $287,500,000 is held in the Trust Account. If we do not complete
our initial Business Combination within the Completion Window, the Private Placement Warrants will expire worthless. The Private Placement
Warrants and Private Placement Warrants are subject to the transfer restrictions described above. Otherwise, the Private Placement Warrants
have terms and provisions that are identical to those of the units being sold in the IPO.
Administrative
Services Agreement
We
entered into an Administrative Services Agreement with our Sponsor in connection with the IPO. Pursuant to the terms of that agreement,
we agreed to pay our Sponsor $10,000 per month for office space, secretarial, administrative and support services provided to us and
members of our management team. Upon completion of our initial Business Combination or our liquidation, we well cease paying these monthly
fees.
No
compensation of any kind, including finders and consulting fees, will be paid by the Company to our Sponsor, executive officers
and directors, or any of their respective affiliates, for services rendered prior to or in connection with the completion of an initial
Business Combination without shareholder approval. However, these individuals will be reimbursed for any out-of-pocket expenses incurred
in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable
Business Combinations. Our audit committee will review on a quarterly basis all payments that were made to our Sponsor, officers, directors
or our or their affiliates.
Promissory
Note
On
January 19, 2024, the Sponsor agreed to loan the Company up to $300,000 pursuant to a promissory note (the Note). The Note
is non-interest bearing, unsecured and due on the earlier of December 31, 2025 or the closing of the Initial Public Offering. At December
31, 2025, there are no amounts outstanding and no further borrowings are permitted under the Note.
Working
Capital Loans
In
addition, in order to finance transaction costs in connection with an intended initial Business Combination, our Sponsor or an affiliate
of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required on a non-interest
basis. If we complete an initial Business Combination, we would repay such loaned amounts. In the event that the initial Business Combination
does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds
from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into Private Placement Warrants
at a price of $1.00 per warrant, at the option of the lender. The warrants would be identical to the Private Placement Warrants, including
as to exercisability and exercise price. Except as set forth above, the terms of such loans, if any, have not been determined and no
written agreements exist with respect to such loans. Prior to the completion of our initial Business Combination, we do not expect to
seek loans from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe third parties will be willing to loan
such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account. Except for the foregoing, the
terms of such working capital loans, if any, have not been determined and no written agreements exist with respect to such loans. As
of December 31, 2025, the Company had no borrowings under the working capital loans.
68
Any
of the foregoing payments to our Sponsor, repayments of loans from our Sponsor or repayments of working capital loans prior to our initial
Business Combination will be made using funds held outside the Trust Account.
After
our initial Business Combination, members of our management team who remain with us may be paid consulting, management or other fees
from the combined company with any and all amounts being fully disclosed to our shareholders, to the extent then known, in the proxy
solicitation or tender offer materials, as applicable, furnished to our shareholders. It is unlikely the amount of such compensation
will be known at the time of distribution of such tender offer materials or at the time of a shareholder 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.
Registration
Rights Agreement
The
holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any
ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the working capital
loans), will be entitled to registration rights pursuant to a registration rights agreement signed upon the consummation of the Initial
Public Offering. These holders will be entitled to certain demand and piggyback registration rights. We will bear the expenses
incurred in connection with the filing of any such registration statements.
Item
14. Principal Accounting Fees and Services.
The
firm of WithumSmith+Brown, PC (Withum) acts as our independent registered public accounting firm. The following is a summary
of fees paid to Withum for services rendered.
**
*Audit
Fees*. During the year ended December 31, 2025 and for the period from January 18, 2024 (inception) through December 31, 2024, fees
for our independent registered public accounting firm were approximately $106,995 and $153,920, respectively, for the services Withum
performed in connection with our Initial Public Offering and the audit of our December 31, 2025 and 2024 financial statements included
in this Form 10-K.
**
*Audit-Related
Fees.* During the year ended December 31, 2025 and for the period from January 18, 2024 (inception) through December 31, 2024, our
independent registered public accounting firm did not render assurance and related services related to the performance of the audit or
review of financial statements.
*Tax
Fees*. During the year ended December 31, 2025 and for the period from January 18, 2024 (inception) through December 31, 2024, fees
for our independent registered public accounting firm were approximately $5,250 and $4,160, respectively, for services rendered to us
for tax compliance, tax advice and tax planning.
*All
Other Fees*. During the year ended December 31, 2025 and for the period from January 18, 2024 (inception) through December 31, 2024,
there were no fees billed for products and services provided by our independent registered public accounting firm other than those set
forth above.
Pre-Approval
Policy
Our
audit committee was formed upon the consummation of our Initial Public Offering. As a result, the audit committee did not pre-approve
all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board
of directors. Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve
all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject
to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to
the completion of the audit).
69
Part
IV
Item 15. Exhibits, Financial Statement Schedules.
|
(a) | The following documents are filed as part of this Form 10-K: |
|
|
1. | Financial Statements: See Index to Financial Statements
at Item 8. Financial Statements and Supplementary Data herein. |
|
|
(b) | Financial Statement Schedules. All schedules are omitted
for the reason that the information is included in the financial statements or the notes thereto or that they are not required or are
not applicable. |
|
|
(c) | Exhibits: The exhibits listed in the Exhibit Index below
are filed or incorporated by reference as part of this Form 10-K. |
|
70
Exhibit Index
|
Number |
|
Description |
|
|
3.1 |
|
Amended and Restated Memorandum and Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrants Current Report on Form 8-K (File No. 001-42127), filed with the SEC on June 13, 2024). |
|
|
4.1 |
|
Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to Amendment No. 1 to the Registrants Registration Statement on Form S-1 (File No. 333-279638), filed with the SEC on June 4, 2024). |
|
|
4.2 |
|
Specimen Class A Ordinary Shares Certificate (incorporated by reference to Exhibit 4.2 to Amendment No. 1 to the Registrants Registration Statement on Form S-1 (File No. 333-279638), filed with the SEC on June 4, 2024). |
|
|
4.3 |
|
Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to Amendment No. 1 to the Registrants Registration Statement on Form S-1 (File No. 333-279638), filed with the SEC on June 4, 2024). |
|
|
4.4 |
|
Warrant Agreement, dated June 10, 2024, by and between the Registrant and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 to the Registrants Current Report on Form 8-K (File No. 001-42127), filed with the SEC on June 13, 2024). |
|
|
4.5 |
|
Description of Securities (incorporated by reference to Exhibit 4.5 to the Registrants Annual Report on Form 10-K (File No. 01-42127),
filed with the SEC on March 24, 2025). |
|
|
10.1 |
|
Letter Agreement, dated June 10, 2024, by and among the Registrant, Centurion Sponsor LP and each of the executive officers and directors of Registrant (incorporated by reference to Exhibit 10.1 to the Registrants Current Report on Form 8-K (File No. 001-42127), filed with the SEC on June 13, 2024). |
|
|
10.2 |
|
Investment Management Trust Agreement, dated June 10, 2024, by and between the Registrant and Continental Stock Transfer & Trust Company, as trustee (incorporated by reference to Exhibit 10.2 to the Registrants Current Report on Form 8-K (File No. 001-42127), filed with the SEC on June 13, 2024). |
|
|
10.3 |
|
Registration Rights Agreement, dated June 10, 2024, by and among the Registrant, Centurion Sponsor LP and the other holders party thereto (incorporated by reference to Exhibit 10.3 to the Registrants Current Report on Form 8-K (File No. 001-42127), filed with the SEC on June 13, 2024). |
|
|
10.4 |
|
Private Placement Warrants Purchase Agreement, dated June 10, 2024, by and between the Registrant and Centurion Sponsor LP (incorporated by reference to Exhibit 10.4 to the Registrants Current Report on Form 8-K (File No. 001-42127), filed with the SEC on June 13, 2024). |
|
|
10.5 |
|
Private Placement Warrants Purchase Agreement, dated June 10, 2024, by and between the Company, Cantor, Fitzgerald & Co. and Odeon Capital Group, LLC (incorporated by reference to Exhibit 10.5 to the Registrants Current Report on Form 8-K (File No. 001-42127), filed with the SEC on June 13, 2024). |
|
|
10.6 |
|
Form of Indemnity Agreement (incorporated by reference to Exhibit 10.6 to Amendment No. 1 to the Registrants Registration Statement on Form S-1 (File No. 333-279638), filed with the SEC on June 4, 2024). |
|
|
10.7 |
|
Administrative Services Agreement, dated June 10, 2024, by and between the Company and Centurion Sponsor LP (incorporated by reference to Exhibit 10.6 to the Registrants Current Report on Form 8-K (File No. 001-42127), filed with the SEC on June 13, 2024). |
|
|
10.8 |
|
Promissory Note issued to Centurion Sponsor LP (incorporated by reference to Exhibit 10.7 to the Registrants Registration Statement on Form S-1 (File No. 333-279638), filed with the SEC on May 22, 2024). |
|
|
10.9 |
|
Securities Subscription Agreement between Centurion Sponsor LP and the Registrant (incorporated by reference to Exhibit 10.8 to the Registrants Registration Statement on Form S-1 (File No. 333-279638), filed with the SEC on May 22, 2024). |
|
|
14.1 |
|
Form of Code of Ethics (incorporated by reference to Exhibit 14.1 to Amendment No. 1 to the Registrants Registration Statement on Form S-1 (File No. 333-279638), filed with the SEC on June 4, 2024). |
|
|
19 |
|
Insider Trading Policy (incorporated by reference to Exhibit 19 to the Registrants Annual Report on Form 10-K (File No. 01-42127), filed with the SEC on March 24, 2025). |
|
|
24.1* |
|
Power of Attorney (included on the signature pages herein). |
|
|
31.1* |
|
Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
|
31.2* |
|
Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
|
32.1** |
|
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|
|
32.2** |
|
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|
|
97.1 |
|
Policy relating to the recovery of erroneously awarded compensation (incorporated by reference to Exhibit 97.1 to the Registrants Annual Report on Form 10-K (File No. 01-42127), filed with the SEC on March 24, 2025). |
|
|
101.INS |
|
Inline XBRL Instance Document |
|
|
101.SCH |
|
Inline XBRL Taxonomy Extension Schema Document |
|
|
101.CAL |
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document |
|
|
101.DEF |
|
Inline XBRL Taxonomy Extension Definition Linkbase Document |
|
|
101.LAB |
|
Inline XBRL Taxonomy Extension Label Linkbase Document |
|
|
101.PRE |
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document |
|
|
104 |
|
Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit) |
|
|
* | Filed herewith. |
|
|
** |
Furnished herewith. | |
Item 16. Form 10-K Summary
None.
71
SIGNATURES
Pursuant to the requirements
of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Form 10-K to be signed
on its behalf by the undersigned, thereunto duly authorized.
|
|
CENTURION ACQUISITION CORP. | |
|
|
|
| |
|
|
By: |
/s/ Mark Gerhard | |
|
|
Name: |
Mark Gerhard | |
|
|
Title: |
Chief Executive Officer and Director | |
|
|
|
(Principal Executive Officer) | |
|
|
| |
|
Dated: March 12, 2026 |
| |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE
PRESENTS, that each person whose signature appears below constitutes and appoints Mark Gerhard, Riaan Hodgson and David Gomberg, and each
or any one of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him
and in his name or for her and in her name, place and stead, in any and all capacities, to sign any and all amendments to this Form 10-K,
and to file the same, with all exhibits thereto, and other documents in connection therewith, with the United States Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every
act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or his or her substitutes or
substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements
of the Securities Act of 1933, as amended, this Form 10-K has been signed below by the following persons on behalf of the Registrant in
the capacities and on the dates indicated.
|
Name |
|
Title |
|
Date | |
|
|
|
|
|
| |
|
/s/ Mark Gerhard |
|
Chief Executive Officer and Director |
|
March 12, 2026 | |
|
Mark Gerhard |
|
(Principal Executive Officer) |
|
| |
|
|
|
|
|
| |
|
/s/ Riaan Hodgson |
|
Chief Operating Officer and Director |
|
March 12, 2026 | |
|
Riaan Hodgson |
|
(Principal Financial and Accounting Officer) |
|
| |
|
|
|
|
|
| |
|
/s/ David Gomberg |
|
President and Director |
|
March 12, 2026 | |
|
David Gomberg |
|
|
|
| |
|
|
|
|
|
| |
|
/s/ Mickie Rosen |
|
Director |
|
March 12, 2026 | |
|
Mickie Rosen |
|
|
|
| |
|
|
|
|
|
| |
|
/s/ Michael Jesselson |
|
Director |
|
March 12, 2026 | |
|
Michael Jesselson |
|
|
|
| |
|
|
|
|
|
| |
|
/s/ Robert Foresman |
|
Director |
|
March 12, 2026 | |
|
Robert Foresman |
|
|
|
| |
|
|
|
|
|
| |
|
/s/ Thomas Vu |
|
Director |
|
March 12, 2026 | |
|
Thomas Vu |
|
|
|
| |
72
CENTURION ACQUISITION CORP.
INDEX TO FINANCIAL STATEMENTS
|
Report of Independent Registered Public Accounting Firm |
F-2 | |
|
Financial Statements: |
| |
|
Balance Sheets as of December 31, 2025 and 2024 |
F-3 | |
|
Statements of Operations for the Year Ended December 31, 2025 and for the Period from January 18, 2024 (Inception) through December 31, 2024 |
F-4 | |
|
Statements of Changes in Shareholders Deficit for the Year Ended December 31, 2025 and for the Period from January 18, 2024 (Inception) through December 31, 2024 |
F-5 | |
|
Statements of Cash Flows for the Year Ended December 31, 2025 and for the Period from January 18, 2024 (Inception) through December 31, 2024 |
F-6 | |
|
Notes to Financial Statements |
F-7 to F-20 | |
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of
Centurion Acquisition Corp.:
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Centurion Acquisition Corp. (the Company) as of December31, 2025 and 2024, and the related statements of operations, changes in shareholders deficit and cash flows for the year ended December 31, 2025 and for the period from January 18, 2024 (Inception) through December 31, 2024, and the related notes to financial statements (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the year ended December 31, 2025 and for the period from January 18, 2024 (Inception) through December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, if the Company is unable to complete a business combination by June 12, 2026 then the Company will cease all operations except for the purpose of liquidating. The liquidity condition and the date for mandatory liquidation and subsequent dissolution raise substantial doubt about the Companys ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
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 audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, 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 entitys internal control over financial reporting. Accordingly, we express no such opinion.
Our audits 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 audits 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 audits provides a reasonable basis for our opinion.
/s/WithumSmith+Brown, PC
We have served as the Company's auditor since 2024.
New York, New York
March 12, 2026
PCAOB ID Number 100
F-2
CENTURION ACQUISITION CORP.
BALANCE SHEETS
|
| |
December 31, 2025 | | |
December 31, 2024 | | |
|
| |
| | |
| | |
|
Assets | |
| | |
| | |
|
Current Assets | |
| | |
| | |
| Cash | | $ | 100,985 | | | $ | 665,430 | | |
| Prepaid expenses | | | 59,899 | | | | 133,415 | | |
| Total current assets | | | 160,884 | | | | 798,845 | | |
|
| |
| | | |
| | | |
| Long-term prepaid insurance | | | | | | | 52,380 | | |
| Marketable securities and cash held in Trust Account | | | 308,174,127 | | | | 295,805,962 | | |
| TOTAL ASSETS | | $ | 308,335,011 | | | $ | 296,657,187 | | |
|
| |
| | | |
| | | |
|
Liabilities and Shareholders Deficit: | |
| | | |
| | | |
|
Current Liabilities | |
| | | |
| | | |
| Accounts payable and accrued expenses | | $ | 49,404 | | | $ | 109,996 | | |
| Advances from related parties | | | 6,081 | | | | 10,000 | | |
| Due to Sponsor | | | 5,000 | | | | 5,000 | | |
| Total current liabilities | | | 60,485 | | | | 124,996 | | |
| Deferred underwriting fee payable | | | 13,687,500 | | | | 13,687,500 | | |
| TOTAL LIABILITIES | | | 13,747,985 | | | | 13,812,496 | | |
|
| |
| | | |
| | | |
|
Shares Subject to Possible Redemption | |
| | | |
| | | |
|
| |
| | | |
| | | |
| Class A Ordinary Shares subject to possible redemption, 28,750,000 shares at redemption value of $10.72 and $10.29 per share as of December 31, 2025 and 2024, respectively | | | 308,174,127 | | | | 295,805,962 | | |
|
| |
| | | |
| | | |
|
Shareholders Deficit | |
| | | |
| | | |
| Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding as of December 31, 2025 and 2024 | | | | | | | | | |
| ClassA Ordinary Shares, $0.0001 par value; 200,000,000 shares authorized; none issued or outstanding (excluding 28,750,000 shares subject to possible redemption) as of December 31, 2025 and 2024 | | | | | | | | | |
| ClassB Ordinary Shares, $0.0001 par value; 20,000,000 shares authorized; 7,187,500 shares issued and outstanding as of December 31, 2025 and 2024 | | | 719 | | | | 719 | | |
| Additional paid-in capital | | | | | | | | | |
| Accumulated deficit | | | (13,587,820 | ) | | | (12,961,990 | ) | |
| Total Shareholders Deficit | | | (13,587,101 | ) | | | (12,961,271 | ) | |
| Total Liabilities, Shares Subject to Possible Redemption and Shareholders Deficit | | $ | 308,335,011 | | | $ | 296,657,187 | | |
The accompanying notes are an integral
part of these financial statements.
F-3
CENTURION ACQUISITION CORP.
STATEMENTS OF OPERATIONS
|
| |
Year Ended December 31, 2025 | | |
For the
Period from January 18, 2024 (Inception) through December 31, 2024 | | |
| Operating and formation costs | | $ | 626,249 | | | $ | 467,492 | | |
| Loss from operations | | | (626,249 | ) | | | (467,492 | ) | |
|
| |
| | | |
| | | |
|
Other Income | |
| | | |
| | | |
| Dividends and interest earned on marketable securities and cash held in Trust Account | | | 12,368,584 | | | | 8,306,337 | | |
| Total other income | | | 12,368,584 | | | | 8,306,337 | | |
|
| |
| | | |
| | | |
| NET INCOME | | $ | 11,742,335 | | | $ | 7,838,845 | | |
|
| |
| | | |
| | | |
| Weighted average redeemable Class A ordinary shares outstanding | | | 28,750,000 | | | | 16,722,779 | | |
| Basic and diluted net income per redeemable Class A ordinary share | | $ | 0.33 | | | $ | 0.33 | | |
| Weighted average non-redeemable Class B ordinary shares outstanding | | | 7,187,500 | | | | 6,795,308 | | |
| Basic and diluted net income per non-redeemable Class B ordinary shares | | $ | 0.33 | | | $ | 0.33 | | |
The accompanying notes are an integral
part of these financial statements.
F-4
CENTURION ACQUISITION CORP.
STATEMENTS OF CHANGES IN SHAREHOLDERS
DEFICIT
FOR THE YEAR ENDED DECEMBER 31, 2025
AND
FOR THE PERIOD FROM JANUARY 18, 2024
(INCEPTION) THROUGH DECEMBER 31, 2024
|
| |
Class A Ordinary Shares | | |
Class B Ordinary Shares | | |
Additional Paid-in | | |
Accumulated | | |
Total Shareholders | | |
|
| |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
Deficit | | |
| Balance January 18, 2024 | | | | | | $ | | | | | | | | $ | | | | $ | | | | $ | | | | $ | | | |
|
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| Issuance of Class B Ordinary Shares to Sponsor | | | | | | | | | | | 7,187,500 | | | | 719 | | | | 24,281 | | | | | | | | 25,000 | | |
|
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| Sale of 7,000,000 Private Placement Warrants | | | | | | | | | | | | | | | | | | | 7,000,000 | | | | | | | | 7,000,000 | | |
|
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| Fair Value of Public Warrants at issuance | | | | | | | | | | | | | | | | | | | 1,150,000 | | | | | | | | 1,150,000 | | |
|
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| Allocated value of transaction costs to Class A Ordinary Shares | | | | | | | | | | | | | | | | | | | (97,765 | ) | | | | | | | (97,765 | ) | |
|
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| Accretion of Class A Ordinary Shares subject to redemption amount | | | | | | | | | | | | | | | | | | | (8,076,516 | ) | | | (20,800,835 | ) | | | (28,877,351 | ) | |
|
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| Net income | | | | | | | | | | | | | | | | | | | | | | | 7,838,845 | | | | 7,838,845 | | |
|
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| Balance December 31, 2024 | | | | | | | | | | | 7,187,500 | | | | 719 | | | $ | | | | | (12,961,990 | ) | | | (12,961,271 | ) | |
|
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| Accretion of Class A Ordinary Shares subject to redemption amount | | | | | | | | | | | | | | | | | | | | | | | (12,368,165 | ) | | | (12,368,165 | ) | |
|
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| Net income | | | | | | | | | | | | | | | | | | | | | | | 11,742,335 | | | | 11,742,335 | | |
|
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| Balance December 31, 2025 | | | | | | $ | | | | | 7,187,500 | | | $ | 719 | | | $ | | | | $ | (13,587,820 | ) | | $ | (13,587,101 | ) | |
The accompanying notes are an integral
part of these financial statements.
F-5
CENTURION ACQUISITION CORP.
STATEMENTS OF CASH FLOWS
|
| |
For the YearEnded December 31, 2025 | | |
For the Period from January 18, 2024 (Inception) through December 31, 2024 | | |
|
Cash Flows from Operating Activities: | |
| | |
| | |
| Net income | | $ | 11,742,335 | | | $ | 7,838,845 | | |
|
Adjustments to reconcile net income to net cash used in operating activities: | |
| | | |
| | | |
| Payment of formation costs through promissory note | | | | | | | 8,667 | | |
| Payment of operating costs through promissory note | | | | | | | 327,200 | | |
| Dividends and interest earned on marketable securities held in Trust Account | | | (12,368,165 | ) | | | (8,231,350 | ) | |
| Unrealized loss on investments held in Trust Account | | | | | | | (74,612 | ) | |
|
Changes in operating assets and liabilities: | |
| | | |
| | | |
| Prepaid expenses | | | 125,896 | | | | (158,995 | ) | |
| Accounts payable and accrued expenses | | | (60,592 | ) | | | 109,996 | | |
| Advances from related parties | | | (3,919 | ) | | | 10,000 | | |
| Due to Sponsor | | | | | | | 5,000 | | |
| Net cash used in operating activities | | | (564,445 | ) | | | (165,249 | ) | |
|
| |
| | | |
| | | |
|
Cash Flows from Investing Activities: | |
| | | |
| | | |
| Investment of cash in Trust Account | | | | | | | (287,500,000 | ) | |
| Net cash used in investing activities | | | | | | | (287,500,000 | ) | |
|
| |
| | | |
| | | |
|
Cash Flows from Financing Activities: | |
| | | |
| | | |
| Proceeds from sale of Units, net of underwriting discounts paid | | | | | | | 282,500,000 | | |
| Proceeds from sale of Private Placements Warrants | | | | | | | 7,000,000 | | |
| Repayment of promissory note - related party | | | | | | | (1,109,683 | ) | |
| Payment of offering costs | | | | | | | (59,638 | ) | |
| Net cash provided by financing activities | | | | | | | 288,330,679 | | |
|
| |
| | | |
| | | |
| Net Change in Cash | | | (564,445 | ) | | | 665,430 | | |
| Cash Beginning of period | | | 665,430 | | | | | | |
| Cash End of period | | $ | 100,985 | | | $ | 665,430 | | |
|
| |
| | | |
| | | |
|
Non-cash investing and financing activities: | |
| | | |
| | | |
| Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares | | $ | | | | $ | 25,000 | | |
| Deferred offering costs paid through promissory note - related party | | $ | | | | $ | 747,016 | | |
| Prepaid expenses paid by Sponsor | | $ | | | | $ | 26,800 | | |
| Deferred underwriting fee payable | | $ | | | | $ | 13,687,500 | | |
| Offering costs charged to shareholders deficit | | $ | | | | $ | 23,015 | | |
The accompanying notes are an integral
part of these financial statements.
F-6
CENTURION ACQUISITION CORP.
NOTES TO THE FINANCIAL STATEMENTS
NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Centurion Acquisition Corp.(the Company) is a blank check company incorporated as a Cayman Islands exempted company on January18, 2024. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the Business Combination). The Company may pursue an acquisition opportunity in any industry or geographic location.
As of December 31, 2025, the Company had not commenced any operations. All activity for the period from January18, 2024 (inception) through December 31, 2025 relates to the Companys formation, the initial public offering (Initial Public Offering or IPO), 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 will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering (as defined below).
The registration statement for the Companys Initial Public Offering was declared effective on June 10, 2024. On June 12, 2024, the Company consummated the Initial Public Offering of 28,750,000 units (the Units and, with respect to the Class A Ordinary Shares, par value $0.0001 per share, included in the Units being offered the Public Shares or the Class A Ordinary Shares), which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,750,000 Units at $10.00 per Unit, generating gross proceeds of $287,500,000, which is described in Note 3. Each Unit consists of one Class A Ordinary Share and one-half of one redeemable warrant of the Company (the Public Warrants), with each whole warrant entitling the holder thereof to purchase one Class A Ordinary Share at $11.50 per share. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 7,000,000 private placement warrants (the Private Placement Warrants and together with the Public Warrants, the Warrants) at a price of $1.00 per Private Placement Warrant to Centurion Sponsor LP, a Cayman Islands exempted limited partnership, the Companys Sponsor (the Sponsor), Cantor Fitzgerald& Co., and Odeon Capital Group, LLC (see Note 4).
Transaction costs incurred as of the IPO amounted to $19,519,154 consisting of $5,000,000 of cash underwriting fee, $13,687,500 of deferred underwriting fee, and $831,654 of other offering costs. No transaction costs were incurred after the IPO.
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) (excluding the amount of deferred underwriting discounts and taxes payable on the income earned on the Trust Account) at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Actof1940, as amended (the Investment Company Act). There is no assurance that the Company will be able to successfully effect a Business Combination.
Following the closing of the Initial Public Offering on June 12, 2024, an amount of $287,500,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in the Trust Account (the Trust Account) and will be held as cash or invested in U.S.government treasury obligations with a maturity of 185days or less or in money market funds meeting certain conditions under Rule2a-7 under the Investment Company Act, which invest only in direct U.S.government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the proceeds from the Initial Public Offering and the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest of (i)the completion of the Companys initial Business Combination or an earlier redemption in connection with the commencement of the procedures to consummate the initial Business Combination if the Company determines it is desirable to facilitate the completion of the initial Business Combination, (ii)the redemption of the Companys Public Shares if the Company is unable to complete the initial Business Combination within 24months from the closing of the Initial Public Offering (June 12, 2026) 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 shareholders rights or pre-initial Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of the Companys creditors, if any, which could have priority over the claims of the Companys public shareholders. To mitigate the risk that 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 in its own discretion, 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 bank demand deposit account.
F-7
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, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require the Company to seek shareholder approval under applicable law or stock exchange listing requirement or whether the Company was deemed to be a foreign private issuer (which would require a tender offer rather than seeking shareholder approval under U.S. Securities and Exchange Commission (SEC) rules). 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 twobusinessdays prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable, if any), divided by the number of then outstanding Public Shares, subject to certain limitations. The amount in the Trust Account was initially $10.00 per Public Share.
The Class A 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 Board (FASB) Accounting Standards Codification (ASC) Topic480, Distinguishing Liabilities from Equity. In such case, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination.
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 tenbusinessdays thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account, including interest (which interest shall be net of taxes payable, if any, and up to $100,000 of interest to pay liquidation expenses), divided by the number of then issued and outstanding Public Shares, which redemption will constitute full and complete payment for the Public Shares and completely extinguish public shareholders rights as shareholders (including the right to receive further liquidation or other distributions, if any), subject to the Companys obligations under Cayman Islands law to provide for claims of creditors and subject to the other requirements of applicable law.
The Sponsor, officers and directors have entered into a letter agreement with the Company (the Letter Agreement), pursuant to which they have agreed to (i)waive their redemption rights with respect to their Founder Shares (as defined below) and Public Shares in connection with the completion of the initial Business Combination or an earlier redemption in connection with the commencement of the procedures to consummate the initial Business Combination if the Company determines it is desirable to facilitate the completion of the initial Business Combination; (ii)waive their redemption rights with respect to their Founder 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 shareholders rights or pre-initial Business Combination activity; (iii)waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete the initial Business Combination within the Completion Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within the Completion Window and to liquidating distributions from assets outside the Trust Account; and (iv)vote any Founder Shares held by them and any Public Shares purchased during or after the Initial Public Offering (including in open market and privately negotiated transactions) in favor of the initial Business Combination.
The Companys Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, 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 underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Actof1933, as amended (the Securities Act). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsors only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations.
On August 1, 2024, the Public Shares and Public Warrants underlying the Units began separate trading on The Nasdaq Global Market under the symbols ALF and ALFUW, respectively. The Units continue to trade on The Nasdaq Global Market under the symbol ALFU.
F-8
*Liquidity, Capital Resources and Going Concern*
As of December 31, 2025, the Company had $100,985 in its operating bank account and working capital surplus of $100,399 .
In connection with the Companys assessment of going concern considerations in accordance with FASB ASC 205-40, Presentation of Financial Statements-Going Concern, the Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. A projected working capital deficit and the expectation of significant future costs raises substantial doubt about the Companys ability to continue as a going concern within one year after the date that the financial statements are issued. Additionally, management has determined that the mandatory liquidation and subsequent dissolution, should the Company be unable to complete a Business Combination, raises substantial doubt about the Companys ability to continue as a going concern. The Company initially has until June 12, 2026 to consummate the initial Business Combination (assuming no extensions). It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after June 12, 2026.
NOTE 2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
**
*Basis of Presentation*
The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the SEC).
*Segment Reporting*
The Company complies with ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (ASU 2023-07), which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses among other disclosure requirements.
*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 Actof2012 (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.
F-9
Further, Section102(b)(1)of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the ExchangeAct) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such 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 statement 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 the financial statement in conformity with GAAP requires the Companys management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
*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 has $100,985 and $665,430 in cash and no cash equivalents as of December 31, 2025 and 2024, respectively.
*Marketable Securities and Cash Held in Trust Account*
At December 31, 2025 assets held in the Trust Account were held in money market funds invested in U.S. treasury securities and at December 31, 2024, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. The marketable securities are classified as trading securities and presented at fair value on the balance sheets. Dividends from the money market funds and gains and losses resulting from the change in fair value of marketable securities held in the Trust Account are included in dividends and interest earned on marketable securities and cash held in Trust Account in the statements of operations. The Company has not withdrawn any dividends or interest earned on the Trust Account.
*Offering Costs*
The Company complies with the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A, Expenses of Offering. Deferred 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. The Company applies this guidance to allocate Initial Public Offering proceeds from the Units between Class A Ordinary Shares and Warrants, using the residual method by allocating Initial Public Offering proceeds first to assigned value of the Warrants and then to the Class A Ordinary Shares. Offering costs allocated to the Class A Ordinary Shares were charged to temporary equity and offering costs allocated to the Public and Private Placement Warrants were charged to shareholders deficit.
**
F-10
**
*Fair Value of Financial Instruments*
The fair value of the Companys assets and liabilities, which qualify as financial instruments under FASB ASC820, Fair Value Measurements and Disclosures, (ASC 820) approximates the carrying amounts represented in the balance sheets, primarily due to its short-term nature.
**
*Class A Ordinary Shares Subject to Possible Redemption*
The Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Companys liquidation, or if there is a shareholder vote or tender offer in connection with the Companys initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies Public Shares subject to redemption outside of permanent deficit as the redemption provisions are not solely within the control of the Company. The Public Shares sold as part of the Units in the Initial Public Offering were issued with other freestanding instruments (i.e., Public Warrants) and as such, the initial carrying value of Public Shares classified as temporary equity are the allocated proceeds determined in accordance with ASC 470-20. The Company recognizes changes in redemption value immediately as it occurs and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit. Accordingly, at December 31, 2025 and 2024, Class A Ordinary Shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders deficit section of the Companys balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable shares are affected by charges against additional paid-in capital (to the extent available) and accumulated deficit.
At December 31, 2025 and 2024, the Class A Ordinary Shares subject to redemption reflected in the balance sheets are reconciled in the following table:
Class A Ordinary Shares subject to possible redemption
| | | Shares | | | Amount | | |
| Gross proceeds | | | 28,750,000 | | | $ | 287,500,000 | | |
| Less: | | | | | | | | | |
| Proceeds allocated to Public Warrants | | | | | | | (1,150,000 | ) | |
| Class A Ordinary Shares issuance costs | | | | | | | (19,421,389 | ) | |
| Plus: | | | | | | | | | |
| Accretion of carrying value to redemption value | | | | | | | 28,877,351 | | |
| Balance - December 31, 2024 | | | 28,750,000 | | | | 295,805,962 | | |
| Plus: | | | | | | | | | |
| Accretion of carrying value to redemption value | | | | | | | 12,368,165 | | |
| Balance - December 31, 2025 | | | 28,750,000 | | | $ | 308,174,127 | | |
*Income Taxes*
The Company accounts for income taxes under ASC Topic740, Income Taxes, which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
F-11
ASC Topic740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Companys management determined that the Cayman Islands is the Companys major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2025 and 2024, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.
The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the UnitedStates. As such, the Companys tax provision was zero for the periods presented.
*Net Income per Ordinary Share*
**
The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. The Company has two classes of shares, (i) redeemable Class A Ordinary Shares and (ii) non-redeemable Class B Ordinary Shares, par value of $0.0001 per share (the Class B Ordinary Shares, and together with the Class A Ordinary Shares, the Ordinary Shares). Income and losses are shared pro rata between the two classes of shares. Net Income per Ordinary Share is calculated by dividing the net income by the weighted average Ordinary Shares outstanding for the respective period.
The calculation of diluted net income does not consider the effect of the Public Warrants underlying the Units sold in the Initial Public Offering and the Private Placement Warrants to purchase an aggregate of 28,750,000 Class A Ordinary Shares in the calculation of diluted income per ordinary share, because their exercise is contingent upon future events. Accretion associated with the redeemable Class A Ordinary Shares is excluded from earnings per share as the redemption value approximates fair value.
The following table reflects the calculation of basic and diluted net income per Ordinary Share (in dollars, except per share amounts):
| | | For the Year Ended December 31, | | | For the Period from January18, 2024(Inception) throughDecember 31, | | |
| | | 2025 | | | 2024 | | |
| | | Redeemable | | | Non-Redeemable | | | Redeemable | | | Non-Redeemable | | |
| | | Class A | | | Class B | | | Class A | | | Class B | | |
| Basic and diluted net income per ordinary share | | | | | | | | | | | | | |
| Numerator: | | | | | | | | | | | | | |
| Allocation of net income | | $ | 9,393,868 | | | $ | 2,348,467 | | | $ | 5,573,892 | | | $ | 2,264,953 | | |
| Denominator: | | | | | | | | | | | | | | | | | |
| Basic and diluted weighted average shares outstanding | | | 28,750,000 | | | | 7,187,500 | | | | 16,722,779 | | | | 6,795,308 | | |
| Basic and diluted net income per ordinary share | | $ | 0.33 | | | $ | 0.33 | | | $ | 0.33 | | | $ | 0.33 | | |
*Concentration of Credit Risk*
Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts 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.
**
F-12
**
*Fair Value Measurements*
The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.
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:
| | Level 1: | 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. | |
| | Level 2: | Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. | |
| | Level 3: | Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability. | |
*Share-Based Compensation*
The Company records share-based compensation in accordance with FASB ASC Topic 718, Compensation-Share Compensation (ASC 718), guidance to account for its share-based compensation. It defines a fair value-based method of accounting for an employee share option or similar equity instrument. The Company recognizes all forms of share-based payments, including share option grants, warrants and restricted share grants, at their fair value on the grant date, which are based on the estimated number of awards that are ultimately expected to vest. Share-based payments, excluding restricted shares, are valued using a Monte Carlo simulation. Grants of share-based payment awards issued to non-employees for services rendered have been recorded at the fair value of the share-based payment, which is the more readily determinable value.
*Warrant Instruments*
The Company accounts for the Public and Private Warrants issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in FASB ASC Topic815, Derivatives and Hedging. Accordingly, the Company evaluated and classified the warrant instruments under equity treatment at its assigned value.
*Recent Accounting Pronouncements*
**
Management does not believe that any 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, the Company sold 28,750,000Units, which includes the full exercise by the underwriter of their over-allotment option in the amount of 3,750,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A Ordinary Share and one-half of one redeemable Public Warrant. Each whole warrant entitles the holder to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment (see Note 7). Each Public Warrant will become exercisable 30days after the completion of the initial Business Combination and will expire fiveyears after the completion of the initial Business Combination, or earlier upon redemption or liquidation.
F-13
WarrantsEach whole warrant entitles the holder to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as discussed herein. The warrants cannot be exercised until 30days after the completion of the initial Business Combination, and will expire at 5:00p.m., NewYork City time, fiveyears after the completion of the initial Business Combination or earlier upon redemption or liquidation.
The Company will not be obligated to deliver any Class A Ordinary Shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A Ordinary Shares underlying the warrants is then effective and a prospectus relating thereto is current. No warrant will be exercisable and the Company will not be obligated to issue a Class A Ordinary Share upon exercise of a warrant unless the Class A Ordinary Share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a Unit containing such warrant will have paid the full purchase price for the unit solely for the Class A Ordinary Share underlying such Unit.
Under the terms of the warrant agreement, the Company has agreed that, as soon as practicable, but in no event later than 20businessdays, after the closing of its Business Combination, it will use commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement for the Initial Public Offering or a new registration statement covering the registration under the Securities Actofthe Class A Ordinary Shares issuable upon exercise of the warrants and thereafter will use its commercially reasonable efforts to cause the same to become effective within 60businessdays following the Companys initial Business Combination and to maintain a current prospectus relating to the Class A Ordinary Shares issuable upon exercise of the warrants until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A Ordinary Shares issuable upon exercise of the warrants is not effective by the sixtieth (60th) businessday after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a cashless basis in accordance with Section3(a)(9)of the Securities Act or another exemption. Notwithstanding the above, if the Class A Ordinary Shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a covered security under Section18(b)(1)of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a cashless basis in accordance with Section3(a)(9)of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.
If the holders exercise their Public Warrants on a cashless basis, they would pay the warrant exercise price by surrendering the warrants for that number of Class A Ordinary Shares equal to the quotient obtained by dividing (x)the product of the number of Class A Ordinary Shares underlying the warrants, multiplied by the excess of the fair market value of the Class A Ordinary Shares over the exercise price of the warrants by (y)the fair market value. The fair market value is the average reported closing price of the Class A Ordinary Shares for the 10tradingdays ending on the thirdtradingday prior to the date on which the notice of exercise is received by the warrant agent or on which the notice of redemption is sent to the holders of warrants, as applicable.
**
*Redemption of Warrants When the Price per ClassA Ordinary Share Equals or Exceeds $18.00*:The Company may redeem the outstanding warrants:
| | in whole and not in part; | |
| | at a price of $0.01 per warrant; | |
| | upon a minimum of 30days prior written notice of redemption (the 30-day redemption period); and | |
| | if, and only if, the last reported sale price (the closing price) of the Class A Ordinary Shares equals or exceeds $18.00 per share for any 20tradingdays within a 30-tradingday period commencing at least 150days after completion of the initial business combination and ending on the thirdtradingday prior to the date on which the Company sends to the notice of redemption to the warrant holders. | |
F-14
Additionally, if the number of outstanding Class A Ordinary Shares is increased by a share capitalization payable in Class A Ordinary Shares, or by a subdivision of ordinary shares or other similar event, then, on the effective date of such share capitalization, subdivision or similar event, the number of Class A Ordinary Shares issuable on exercise of each warrant will be increased in proportion to such increase in the outstanding ordinary shares. A rights offering made to holders of ordinary shares entitling holders to purchase Class A Ordinary Shares at a price less than the historical fair market value (as defined below) will be deemed a share capitalization of a number of Class A Ordinary Shares equal to the product of (i)the number of Class A Ordinary Shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for Class A Ordinary Shares) multiplied by (ii)one minusthe quotient of (x)the price per Class A Ordinary Share paid in such rights offering and (y)the historical fair market value. For these purposes (i)if the rights offering is for securities convertible into or exercisable for Class A Ordinary Shares, in determining the price payable for Class A Ordinary Shares, there will be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii)historical fair market value means the volume weighted average price of Class A Ordinary Shares as reported during the ten (10)tradingday period ending on thetradingday prior to the first date on which the Class A Ordinary Shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.
NOTE 4. PRIVATE PLACEMENT
On June 12, 2024, simultaneously with the Initial Public Offering closing, the Sponsor, Cantor Fitzgerald& Co. and Odeon Capital Group, LLC purchased an aggregate of 7,000,000warrants, each exercisable to purchase one Class A Ordinary Share at $11.50 per share, at a price of $1.00 per warrant, or $7,000,000. Of those 7,000,000 Private Placement Warrants, the Sponsor purchased 4,500,000 Private Placement Warrants, Cantor Fitzgerald& Co. purchased 1,750,000 Private Placement Warrants and Odeon Capital Group, LLC purchased 750,000 Private Placement Warrants. Each whole warrant entitles the registered holder to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment.
The Private Placement Warrants are identical to the Public Warrants sold in the Initial Public Offering except that, so long as they are held by the Sponsor, Cantor Fitzgerald& Co. and Odeon Capital Group, LLC or their permitted transferees, the Private Placement Warrants (i)may not (including the Class A Ordinary Shares issuable upon exercise of these Private Placement Warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30days after the completion of the initial Business Combination, (ii)will be entitled to registration rights and (iii)with respect to Private Placement Warrants held by Cantor Fitzgerald& Co., Odeon Capital Group, LLC and/or their respective designees, will not be exercisable more than fiveyears from the commencement of sales in the Initial Public Offering in accordance with Financial Industry Regulatory Authority (FINRA) Rule5110(g)(8).
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 and Public Shares in connection with the completion of the initial Business Combination or an earlier redemption in connection with the commencement of the procedures to consummate the initial Business Combination if the Company determines it is desirable to facilitate the completion of the initial Business Combination; (ii)waive their redemption rights with respect to their Founder 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 shareholders rights or pre-initial Business Combination activity; (iii)waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete the initial Business Combination within the Completion Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within the Completion Window and to liquidating distributions from assets outside the Trust Account; and (iv)vote any Founder Shares held by them and any Public Shares purchased during or after the Initial Public Offering (including in open market and privately negotiated transactions) in favor of the initial Business Combination.
F-15
NOTE 5. RELATED PARTY TRANSACTIONS
**
*Founder Shares*
On January23, 2024, the Sponsor made a capital contribution of $25,000, or approximately $0.004 per share, to cover certain of the Companys expenses, for which the Company issued 5,750,000 Class B ordinary shares, par value $0.0001 per share (Founder Shares or Class B Ordinary Shares), to the Sponsor. On April 29, 2024, the Company affected a share capitalization of 1,437,500 Founder Shares, resulting in the Sponsor holding 7,187,500 Founder Shares. All shares and diluted per share data have been retroactively restated.
The Companys initial shareholders have agreed not to transfer, assign or sell any of their Founder Shares and any Class A Ordinary Shares issued upon conversion thereof until the earlier to occur of (i)one year after the completion of the initial Business Combination or (ii)the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Companys shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the Companys initial shareholders with respect to any Founder Shares (the Lock-up). Notwithstanding the foregoing, if (1)the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, share consolidations, reorganizations, recapitalizations and the like) for any 20tradingdays within any 30-tradingday period commencing at least 150days after the initial Business Combination or (2)if the Company consummates a transaction after the initial Business Combination which results in the Companys shareholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the Lock-up.
On May 20, 2024, Centurion Sponsor LP transferred 90,000 Founder Shares to each of its three independent directors (30,000 Founder Shares per director) of the Company, at a price of $0.004 per share. Each buyer paid $90 for an aggregate purchase price of $270 in consideration of the assignment of shares and on June 9, 2025, Centurion Sponsor LP transferred 30,000 Founder Shares to a fourth independent directors of the Company, at a price of $0.003 per share or $90 in the aggregate. If the director ceases to be a director of the Company for any reason before the consummation of the Business Combination, at the Sponsors election, it will either repurchase the shares at the purchase price or forfeit the share back to the Company for no consideration. The Founder Shares will automatically convert into shares of Class A Ordinary Shares at the time of the Business Combination on a one-for-one basis, subject to adjustment as described in the Companys certificate of incorporation. The directors have agreed to the same terms as the initial shareholders whereby subject to certain limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of (A) one year after the completion of a Business Combination; and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction that results in all of the Companys shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property.
The sale of the Founder Shares to the Companys directors and directors nominees by the Sponsor is 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 grant date. The fair value of the 90,000 shares granted to the Companys directors and director nominees on May 20, 2024 was $36,900 or $0.41 per share and the fair value of the 30,000 shares granted to the Companys director on June 9, 2025 was $59,400 or $1.98 per share.
F-16
The Founder Shares were granted subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founder Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. As of December 31, 2025, the Company determined that a Business Combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized. 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 number of Founder Shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founder Shares.
*Administrative Services Agreement*
Commencing on June 10, 2024, the Company entered into an agreement pursuant to which it will pay an aggregate of $10,000 per month for office space, utilities, and administrative support services provided to members of the management team. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. As of December 31, 2025 and 2024, the Company accrued $5,000 for these services. For the year ended December 31, 2025 and for the period from January 18, 2024 (inception) through December 31, 2024, the Company incurred $120,000 and $65,000, respectively, in fees for these services of which such amount is included in the accompanying statements of operations.
*Due to Sponsor*
As of December 31, 2025 and 2024, the Company owed the Sponsor $5,000, related to the Administrative Services Agreement. The amount due is non-interest bearing and due upon demand.
*Promissory Note Related Party*
The Sponsor agreed to loan the Company an aggregate of up to $300,000 to be used for a portion of the expenses of the Initial Public Offering. The loan was non-interest bearing, unsecured and due at the earlier of December31, 2024 or the closing of the Initial Public Offering. At December 31, 2025 and 2024, there are no amounts outstanding and no further borrowings are permitted under the promissory note.
*Advances from Related Parties*
From time to time, the Sponsor or officers and management of the Company may pay certain expenses on behalf of the Company. As of December 31, 2025 and 2024, $6,081 and $10,000, respectively, was outstanding. The advances are non-interest bearing and payable upon demand.
*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 Warrants of the post-Business Combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants. At December 31, 2025 and 2024, no such Working Capital Loans were outstanding.
NOTE 6. COMMITMENTS**
**
*Risks and Uncertainties*
In February2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the UnitedStates, have instituted economic sanctions against the Russian Federation and Belarus. Recently, in October2023, the military conflict between Israel and militant groups led by Hamas has also caused uncertainty in the global markets. Further, the impact of this action and related sanctions on the world economy is not determinable as of the date of the financial statements, and the specific impact on the Companys financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements.
F-17
*Registration Rights*
The holders of the Founder Shares, Private Placement Warrants and the Class A Ordinary Shares underlying such Private Placement Warrants and Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans have registration rights to require the Company to register a sale of any of the Companys securities held by them and any other securities of the Company acquired by them prior to the consummation of the initial Business Combination pursuant to a registration rights agreement executed on the effective date of the registration statement on Form S-1 filed with the SEC in connection with the Initial Public Offering (the Registration Rights Agreement). The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain piggyback registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
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*Underwriting Agreement*
The underwriters had a 45-day option from the date of the Initial Public Offering to purchase up to an additional 3,750,000Units to cover over-allotment. On June 12, 2024, simultaneously with the closing of the Initial Public Offering, the underwriters elected to fully exercise the over-allotment option to purchase the additional 3,750,000 Units at a price of $10.00 per Unit.
The underwriters were entitled to a cash underwriting discount of $5,000,000 (2.0% of the gross proceeds of the Units offered in the Initial Public Offering, excluding any proceeds from Units sold pursuant to the underwriters over-allotment option), and were paid at the close of the Initial Public Offering. Additionally, the underwriters are entitled to a deferred underwriting discount of 4.50% of the gross proceeds of the Initial Public Offering held in the Trust Account other than those sold pursuant to the underwriters over-allotment option and 6.50% of the gross proceeds sold pursuant to the underwriters over-allotment option, $13,687,500 in the aggregate upon the completion of the Companys initial Business Combination subject to the terms of the underwriting agreement.
NOTE 7. SHAREHOLDERS DEFICIT
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*Preference Shares*The Company is authorized to issue a total of 1,000,000 preference shares at par value of $0.0001 each. At December 31, 2025 and 2024, there were no preference shares issued or outstanding.
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*ClassA Ordinary Shares*The Company is authorized to issue a total of 200,000,000 Class A Ordinary Shares at par value of $0.0001 each. At December 31, 2025 and 2024, there were no Class A Ordinary Shares issued or outstanding, excluding 28,750,000 Class A Ordinary Shares subject to possible redemption.
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*ClassB Ordinary Shares*The Company is authorized to issue a total of 20,000,000 ClassB Ordinary Shares, at par value of $0.0001 each. On January23, 2024, the Company issued 5,750,000 ClassB Ordinary Shares to the Sponsor for $25,000, or approximately $0.004 per share. On April 29, 2024, the Company affected a share capitalization of 1,437,500 Founder Shares, resulting in the Sponsor holding 7,187,500 Founder Shares. All shares and per share data have been retroactively restated. Prior to the underwriters exercise of the over-allotment option, the Founder Shares included an aggregate of up to 937,500 shares subject to forfeiture. Upon the Initial Public Offering, the underwriters fully exercised the over-allotment option resulting in the Founder Shares no longer being subject to forfeiture. At December 31, 2025 and 2024, there were 7,187,500 Class B Ordinary Shares issued and outstanding.
The Founder Shares will automatically convert into Class A Ordinary Shares concurrently with or immediately following the consummation of the initial Business Combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment for share subdivisions, share capitalizations, share consolidations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A Ordinary Shares or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of Class A Ordinary Shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 20% of the total number of Class A Ordinary Shares outstanding after such conversion (after giving effect to any redemptions of Class A Ordinary Shares by public shareholders), including the total number of Class A Ordinary Shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A Ordinary Shares or equity-linked securities exercisable for or convertible into Class A Ordinary Shares issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of the Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.
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Holders of record of the Companys Class A Ordinary Shares and ClassB Ordinary Shares are entitled to one vote for each share held on all matters to be voted on by shareholders.
NOTE 8. FAIR VALUE MEASUREMENTS
At December 31, 2025, assets held in the Trust Account were held in money market funds invested in U.S. treasury securities and at December 31, 2024, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. The investments held in the Trust Account are classified as trading securities and presented at fair value on the balance sheets.
The following table presents information about the Companys assets that are measured at fair value on a recurring basis at December 31, 2025 and 2024 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
| Description | | Level | | | December 31, 2025 | | | December31, 2024 | | |
| U.S. Treasury Securities | | | 1 | | | $ | 308,174,127 | | | $ | | | |
| U.S. Treasury Bills (Matured on 6/12/25) | | | 1 | | | $ | | | | $ | 295,804,401 | | |
The Company accounts for the Public and Private Warrants issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in FASB ASC Topic815, Derivatives and Hedging. Accordingly, the Company evaluated and classified the warrant instruments under equity treatment at its assigned value. As the warrants were determined to be classified as equity instruments, the warrants are not periodically revalued to fair value.
At the date of the Initial Public Offering, June 12, 2024, the fair value of the Public Warrants was determined to be $1,150,000.
The Public Warrants were valued using a Monte Carlo model and the valuation is considered a Level 3 valuation.
The following table presents the quantitative information regarding market assumptions used in the valuation of the Public Warrants:
| | | June 12, 2024 | | |
| Market price of public stock | | $ | 9.96 | | |
| Term (years) | | | 7.0 | | |
| Risk-free rate | | | 4.4 | % | |
| Volatility | | | 7.2 | % | |
The sale of the Founder Shares to the Companys directors and directors nominees by the Sponsor is 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 grant date. The fair value of the 90,000 shares granted to the Companys directors and director nominees on May 20, 2024 was $36,900 or $0.41 per share and the fair value of the 30,000 shares granted to the Companys director on June 9, 2025 was $59,400 or $1.98 per share.
The Founder Shares were valued using a Monte Carlo model. The following criteria presents the quantitative information regarding market assumptions used in the Founder Share valuations:
| | | May 20, 2024 | | | June 9, 2025 | | |
| Volatility | | | 86.5 | % | | | 3.10 | % | |
| Risk free rate | | | 4.64 | % | | | 4.10 | % | |
| Underlying stock price | | $ | 9.96 | | | $ | 10.59 | | |
| Discount of lack of marketability (DLOM) | | | 18.6 | % | | | | % | |
| Public warrant price | | $ | | | | $ | 0.30 | | |
| Exercise price of warrants | | $ | | | | $ | 11.50 | | |
| Remaining term of warrants (years) | | | | | | | 6.01 | | |
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NOTE 9.SEGMENT INFORMATION
ASC Topic 280 establishes standards for companies to report financial statement information about operating segments, products, services, geographic areas, and major customers.Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Companys chief operating decision maker (CODM), or group, in deciding how to allocate resources and assess performance.
The CODM has been identified as the Chief Executive 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 operating segment.
The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the statements of operations as net income or loss. The measure of segment assets is reported on the balance sheets 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:
| | | Year Ended December 31, 2025 | | | For the Period from January 18, 2024 (inception) through December 31, 2024 | | |
| Operating and formation costs | | $ | 626,249 | | | $ | 467,492 | | |
| Dividends and interest earned on marketable securities and cash held in Trust Account | | $ | 12,368,584 | | | $ | 8,306,337 | | |
| | | December 31, 2025 | | | December31, 2024 | | |
| Marketable securities and cash held in Trust Account | | $ | 308,174,127 | | | $ | 295,805,962 | | |
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The key metrics included in segment profit or loss reviewed by the CODM are dividends and interest earned on marketable securities and cash held in Trust Account and operating and formation costs. The CODM reviews dividends and interest earned on marketable securities and cash held in the Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the trust agreement. Operating and formation costs are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a Business Combination within the Business Combination period. The CODM also reviews operating and formation costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.
Operating and formation costs, as reported on the statements of operations, are the significant segment expenses provided to the CODM on a regular basis. All other segment items included in net income or loss are reported on the statements of operations and described within their respective disclosures.
NOTE 10. SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.
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