Filed 2026-03-18 · Period ending 2025-12-31 · 83,858 words · SEC EDGAR
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# Viking Acquisition Corp I (VACI) — 10-K
**Filed:** 2026-03-18
**Period ending:** 2025-12-31
**Accession:** 0001213900-26-030022
**Source:** [SEC EDGAR](https://www.sec.gov/Archives/edgar/data/2080023/000121390026030022/)
**Origin leaf:** 84a078d0f76b8c759360c1e50bf0eb6215c03a3fad3a56e5ef369a8e71cbd543
**Words:** 83,858
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the 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 001-42927
Viking ACQUISITION CORP. I
(Exact name of registrant as specified in its charter)
| Cayman Islands | | 86-1872510 | |
|
(State or Other Jurisdiction
of Incorporation) |
|
(I.R.S. Employer
Identification No.) | |
|
|
|
| |
| 900 Third Avenue, 18th Floor New York, NY | | 10022 | |
|
(Address of principal executive offices) |
|
(zip code) | |
(917) 423-7931
(Issuers Telephone Number, Including Area
Code)
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, $0.0001 par value, and one-third of one redeemable warrant | | VACI.U | | The New York Stock Exchange | |
| Class A ordinary shares, $0.0001 par value | | VACI | | The New York Stock Exchange | |
| Redeemable warrants, each full warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share | | VACI WS | | The New York Stock Exchange | |
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 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 Exchange Act of 1934 during the past 15 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirement 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 during the preceding 15 months (or for such shorter period that the registrant was required to submit such files). Yes No
Indicate by check mark whether the registrant is
a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or 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
The registrant was not a public company as of June 30, 2025 and therefore it cannot calculate the aggregate market value of its common equity held by non-affiliates as of such date.
As of March 17, 2026, there were 23,660,000 Class A ordinary shares, par value $0.0001 and 7,666,667 Class B ordinary shares, $0.0001 par value, issued and outstanding.
CERTAIN TERMS
References in this Annual Report on Form 10-K (the
Annual Report) to we, us, our, Viking or the Company
refer to Viking Acquisition Corp. I. References to our management or our management team refer to our directors
and executive officers. References to the sponsor refer to Viking Acquisition Sponsor I, LLC. References to KingsRock
refers to KingsRock Advisors, LLC. References to founder shares refer to the Class B ordinary shares initially purchased
by our sponsor in a private placement prior to the initial public offering and the Class A ordinary shares that will be issued upon the
automatic conversion of the Class B ordinary shares at the time our initial business combination. References to insiders
refers to our sponsor and all of our officers and directors to the extent they held the founder shares immediately prior to the consummation
of the initial public offering and / or purchased private placement units concurrent with the initial public offering. References to private
placement shares refer to the Class A ordinary shares sold to the sponsor and the underwriter, Cohen& Company Capital
Markets, a Division of Cohen & Company Securities, LLC (Cohen),in a private placement. References to private
placement units refer to the units, consisting of one private placement share and one-third of one private placement warrant, issued
to our sponsor and Cohen in a private placement. References to private placement warrants refer to the warrants issued to
our sponsor and Cohen as party of the private placement units in a private placement. References to Senior Advisors refer
to KingsRocks network of more than 120 senior advisors who may assist us in sourcing potential acquisition targets and creating
long-termvalue in the business combination for us. References to Strategic Partners refer to KingsRocks established
strategic relationships with selected leading investors and financing providers. The following discussion and analysis of the Companys
financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained
elsewhere in this Annual Report. Certain information contained in the discussion and analysis set forth below includes forward-looking
statements that involve risks and uncertainties.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this Annual Report may constitute
forward-lookingstatements for purposes of the federal securities laws. Our forward-lookingstatements 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-lookingstatements. The words anticipate, believe,
continue, could, estimate, expect, intend, may, might,
plan, possible, potential, predict, project, should,
would and similar expressions may identify forward-lookingstatements, but the absence of these words does not mean
that a statement is not forward-looking. Forward-lookingstatements in this Annual Report may include, for example, statements about:
|
| our ability to select an appropriate target business or businesses; | |
|
| our ability to complete our initial business combination; | |
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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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| actual and potential conflicts of interest relating to KingsRock, our directors, officers and other affiliates; | |
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| our ability to draw from the support and expertise of KingsRock, our directors, officers and other affiliates; | |
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| our pool of prospective target businesses; | |
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| the adverse impacts of certain events (such as terrorist attacks, natural disasters or a significant outbreak of infectious diseases)
on our ability to consummate an initial business combination; | |
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| the ability of our officers and directors to generate a number of potential acquisition opportunities; | |
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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 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 following the Offering. | |
The forward-looking statements contained in this
Annual Report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There
can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve
a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance
to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include,
but are not limited to, those factors described under the heading Item 1A. Risk Factors. Should one or more of these risks
or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those
projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
VIKING ACQUISITION CORP. I
FORM 10-K
TABLE OF CONTENTS
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PART I |
|
1 | |
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Item 1. |
Business. |
1 | |
|
Item 1A. |
Risk Factors. |
20 | |
|
Item 1B. |
Unresolved Staff Comments. |
69 | |
|
Item 1C. |
Cybersecurity |
69 | |
|
Item 2. |
Properties. |
69 | |
|
Item 3. |
Legal Proceedings. |
69 | |
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Item 4. |
Mine Safety Disclosures. |
69 | |
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|
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| |
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PART II |
|
70 | |
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Item 5. |
Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. |
70 | |
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Item 6. |
[Reserved]. |
71 | |
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Item 7. |
Managements Discussion and Analysis of Financial Condition and Results of Operations. |
72 | |
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Item 7A. |
Quantitative and Qualitative Disclosures About Market Risk. |
74 | |
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Item 8. |
Financial Statements and Supplementary Data. |
74 | |
|
Item 9. |
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. |
74 | |
|
Item 9A. |
Controls and Procedures. |
74 | |
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Item 9B. |
Other Information. |
74 | |
|
Item 9C. |
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. |
74 | |
|
|
|
| |
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PART III |
|
75 | |
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Item 10. |
Directors, Executive Officers and Corporate Governance. |
75 | |
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Item 11. |
Executive Compensation. |
88 | |
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Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. |
89 | |
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Item 13. |
Certain Relationships and Related Transactions, and Director Independence. |
90 | |
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Item 14. |
Principal Accountant Fees and Services. |
91 | |
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| |
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PART IV |
|
| |
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Item 15. |
Exhibit and, Financial Statement Schedules. |
92 | |
|
Item 16. |
Form 10-K Summary. |
93 | |
i
PART I
ITEM 1. BUSINESS
Overview
We are a blank check company incorporated as a Cayman
Islands exempted company and 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, which we refer to throughout this Annual Report as our initial
business combination.
On November 3, 2025, we consummated an initial
public offering (Offering) of 23,000,000 units (the public units), including the issuance of 3,000,000 public
units as a result of the underwriters exercise in full of their over-allotment option. Each public unit consists of one ClassA
ordinary share of the Company (each a public share), and one-thirdof one warrant. Each whole warrant (public
warrant) entitles the holder thereof to purchase one ClassA ordinary share at a price of $11.50 per share, subject to adjustment
as described in this prospectus, and only whole warrants are exercisable. The public units were sold at a price of $10.00 per unit, generating
gross proceeds to the Company of $230,000,000. We have 24months from the closing of the Offering to consummate an initial
business combination or until such earlier liquidation date as our board of directors may approve, to consummate an initial business combination,
which we refer to herein as the completion window.
Simultaneously with the closing of the Offering,
our sponsor and Cohen purchased 660,000 private placement units in a private placement that closed concurrently with the Offering. Each
unit sold in this private placement consisted of one Class A ordinary share and one-thirdof one warrant. Each whole private placement
warrant contained in the private placement units is exercisable to purchase one whole ClassA ordinary share at a price of $11.50
per share. The private placement warrants will become exercisable on the later of (a)30days after the completion of our initial
business combination, or (b)12months from the closing of the Offering, and will not expire except upon liquidation. We refer
to these units as private placement units, the Class A ordinary shares included in the units as private placement
shares and the warrants included in such units as private placement warrants. The private placement units are identical
to the public units sold in the Offering, subject to certain limited exceptions.
Our sponsor owns 7,666,667 ClassB ordinary
shares which it purchased for an aggregate of $25,000. We refer to these ClassB ordinary shares as the founder shares.
The ClassB ordinary shares will automatically convert into ClassA ordinary shares at the time of our initial business combination
(with such conversion taking place immediately prior to, simultaneously with, or immediately following the time of our initial business
combination, as may be determined by our directors), or earlier at the option of the holders thereof, on a one-for-onebasis, subject
to adjustment and forfeiture as provided herein.
We have not selected any business combination
target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business
combination target. We may pursue an initial business combination target in any business or industry. We intend to effectuate our initial
business combination using cash from the proceeds of our Offering, the sale of the private placement units, the sale of private investor
shares, our common equity or any preferred equity that we may create in accordance with the terms of our charter documents, debt, or a
combination of cash, common or preferred equity and debt.
We seek to capitalize on the significant experience
and contacts of our management team to complete our initial business combination. Two of the members of our management team, N.Hkan
Wohlin and Louis Jaffe are also the managing partners of KingsRock, a global independent financial services advisory firm founded in 2020.
KingsRock provides creative financial and strategic advisory services to a broad range of clients across industries, asset classes and
geographies. KingsRock will not be directing and managing our activities, as that will be the responsibility of our board of directors
and officers. However, KingsRocks extensive advisory network has unique access to private and public corporations, alternative
investors and governments due to its wealth of deal-makingexperience and advisory-onlynature. KingsRock advises clients on
potential capital and financial solutions and originates unique investment opportunities for investors. KingsRock specializes in structurally
complex situations that require creativity, expertise, and executional excellence. We believe our management teams distinctive
background and record of acquisition and operational success could have a transformative impact on verified target businesses.
1
Business Strategy
Our strategy is to:
|
| leverage the strategic and transaction experience of our management team and Senior Advisors to bring
advice and attention to potential business combination targets; | |
|
| deliver creative approaches to transaction sourcing through our KingsRock network of 150+ global members,
including employees and Senior Advisors; and | |
|
| utilize an understanding of global financial markets and events, financing, and overall corporate strategy
options. | |
Our
selection process will leverage our management teams, KingsRocks and its Senior Advisors network of industry, private
equity sponsor, credit fund sponsor and lending community relationships as well as relationships with management teams of public and private
companies, investment bankers, restructuring advisors, attorneys and accountants, which we believe should provide us with a number of
business combination opportunities. We intend to deploy a proactive sourcing strategy and to focus on companies where we believe the combination
of our operating experience, relationships, capital and capital markets expertise can be catalysts to transform a target company and can
help accelerate the targets growth and performance. Upon completion of the Offering, members of our management team, KingsRock
and its Senior Advisors will communicate with their network of relationships to articulate our initial business combination criteria,
including the parameters of our search for a target business, and will begin the disciplined process of pursuing and reviewing promising
leads.
Our
management team and KingsRock and its Strategic Partners and Senior Advisors have experience in:
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| sourcing, structuring, acquiring and selling businesses; | |
|
| fostering relationships with sellers, capital providers and target management teams; | |
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| negotiating transactions favorable to investors; | |
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| executing transactions in multiple geographies and under varying economic and financial market conditions; and | |
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| accessing the capital markets, including financing businesses and helping companies transition to public ownership. | |
Competitive Strengths
The
sourcing, valuation, diligence and execution capabilities of our management team, KingsRock (which we intend to use for these purposes)
and its Strategic Partners and Senior Advisors will provide us with a significant pipeline of opportunities from which to evaluate and
select a business that will benefit from our expertise. We may also have the benefit of using KingsRock, or another affiliate of our sponsor,
as a financial advisor on our business combinations and other transactions. Our competitive strengths include the following:
|
| Proprietary Sourcing Channels and Leading Industry Relationships.We believe the capabilities and connections
associated with our management team, in combination with those of KingsRock and its Strategic Partners and more than 120 Senior Advisors,
will provide us with a differentiated pipeline of acquisition opportunities. We expect these sourcing capabilities will be further bolstered
by our management teams, KingsRocks and its Strategic Partners and Senior Advisors reputation and deep industry
relationships. | |
|
| Deep Experience of Senior Advisors.We believe that our ability to leverage the experience of KingsRocks
Strategic Partners and Senior Advisors will provide us a distinct advantage in being able to source, evaluate and consummate an attractive
transaction. | |
|
| Origination and Investing Experience.We believe that our managements track record of identifying
and sourcing transactions positions us well to appropriately evaluate potential business combinations and select one that will be well
received by the public markets. | |
2
|
| Execution and Structuring Capability.Our management team and sponsor believe that the combined
expertise and reputation of each of our management team and KingsRock and its Strategic Partners and Senior Advisors will allow us to
source and complete transactions possessing structural attributes that create an attractive investment thesis. These types of transactions
are typically complex and require creativity, industry knowledge and expertise, rigorous due diligence, and extensive negotiations and
documentation. We believe that by focusing our investment activities on these types of transactions, we are able to generate investment
opportunities that have attractive risk/reward profiles based on their valuations and structural characteristics. | |
Investment Criteria
We have developed the following high-level, non-exclusiveinvestment
criteria that we will use to screen for and evaluate target businesses. We will seek to acquire a business that:
|
| Has a Committed and Capable Management Team. We will seek to acquire a business with a professional
management team whose interests are aligned with those of our investors and complement the expertise of our management team. Where necessary,
we may also look to complement and enhance the capabilities of the target business management team by recruiting additional talent
through our network of contacts. | |
|
| Is Sourced Through our Proprietary Channels.We do not expect to participate in broadly marketed processes
but rather aim to leverage our extensive network to source our business combination. | |
|
| Can leverage our SPAC Network & Strategy.We will seek to acquire businesses that can utilize KingsRocks
global network and are ready to become a public entity. | |
|
| May Provide Attractive Returns.We will seek to acquire a business that will potentially offer an attractive
risk-adjustedreturn for our investors. | |
|
| Has Robust Financials.We will seek to source high growth, profitable businesses with low financial leverage
to minimize capital risk 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 on 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, as discussed in this Annual Report, would be in the form of proxy solicitation materials or tender offer documents that we would
file with the Securities and Exchange Commission (the SEC).
Our Acquisition Process
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, inspection of facilities, as well as a review of financial and other information that will be made available to us.
We will also utilize our transactional, financial, managerial and investment experience.
We are not prohibited from pursuing an initial business
combination with a company that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial business
combination with a company that is affiliated (as defined in our amended and restated memorandum and articles of association) with our
sponsor, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking
firm or another independent entity that commonly renders valuation opinions, stating that the consideration to be paid by us in such an
initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any
other context.
3
Members of our management team directly or indirectly
own our securities following the Offering, and accordingly, they may have a conflict of interest in determining whether a particular target
business is an appropriate business with which to effectuate our initial business combination and in negotiating or accepting the terms
of the transaction because of their financial interest in completing an initial business combination within the completion window. 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 and do not hold a shareholder vote to amend our amended and restated memorandum and articles of association to extend
the amount of time we will have to consummate an initial business combination, the founder shares and private placement units 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.
Our sponsor and its principals may from time to
time become aware of potential business opportunities, one or more of which we may desire to pursue, for a business combination. We have
not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly
or indirectly, with any business combination target.
Each of our officers and directors presently has,
and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities
pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. Accordingly,
if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or
she has then current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present
such business combination opportunity to such other entity, subject to their fiduciary duties under Cayman Islands law. Our amended and
restated memorandum and articles of association provide that, to the fullest extent permitted by law: (i)no individual serving as
a director or an officer, among other persons, shall have any duty, except and to the extent expressly assumed by contract, to refrain
from engaging directly or indirectly in the same or similar business activities or lines of business as us, and (ii)we renounce
any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which (a)may
be a corporate opportunity for any director or officer, on the one hand, and us, on the other or (b)the presentation of which would
breach an existing legal obligation of a director or officer to any other entity. In light of the significant financial investments made
and/or investments of time for which they are being compensated with founder shares by each of these individuals, which will be rendered
worthless if we do not consummate an initial business combination, we do not believe that the fiduciary duties or contractual obligations
of our officers or directors will materially affect our ability to complete our initial business combination as the economic incentives
for these individuals to complete our initial business combination align with those of our public shareholders.
In addition, none of KingsRocks Strategic
Partners or Senior Advisors or their personnel are officers or directors of our company and therefore owe us no fiduciary duties as such.
While we expect that they will assist us in identifying business combination targets, they have no obligation to do so and may devote
a substantial portion of their business time to activities unrelated to us. The Strategic Partners and Senior Advisors may have fiduciary,
contractual or other obligations or duties to other organizations to present business combination opportunities to such other organizations
rather than to us. Accordingly, if any Strategic Partner or Senior Advisor becomes aware of a business combination opportunity which is
suitable for one or more entities to which he, she or it has fiduciary, contractual or other obligations or duties, he, she or it will
honor those obligations and duties to present such business combination opportunity to such entities first and only present it to us if
such entities reject the opportunity and he or she determines to present the opportunity to us. These conflicts may not be resolved in
our favor and a potential business may be presented to another entity prior to its presentation to us.
4
While neither KingsRock nor any of its Strategic
Partners and Senior Advisors will have any duty to offer acquisition opportunities to us, they may become aware of a potential transaction
that is an attractive opportunity for us, which they may decide to share with us. Conflicts may arise from their affiliation with our
company, their provision of services both to us and to third-partyclients, as well as from actions undertaken by them for their
own account. In performing services for other clients and also when acting for their own account, they may take commercial steps which
may have an adverse effect on us. Any of KingsRocks or its Strategic Partners and Senior Advisors other activities may,
individually or in the aggregate, have an adverse effect on us, and the interests of KingsRock and its Strategic Partners and Senior Advisors
or their respective clients or counterparties may at times be averse to ours.
In light of the significant financial investments
made and / or investments of time for which they are being compensated with founder shares by each of these individuals, which will be
rendered worthless if we do not consummate an initial business combination, we do not believe that the fiduciary duties or contractual
obligations of our officers or directors will materially affect our ability to complete our initial business combination as the economic
incentives for these individuals to complete our initial business combination align with those of our public shareholders.
KingsRock will not be directing and managing our
activities, as that will be the responsibility of our board of directors and officers. In addition, our sponsor, officers, directors,
KingsRock and its Strategic Partners and Senior Advisors may participate in the formation of, or become an officer or director of, any
other blank check company prior to completion of our initial business combination. As a result, our sponsor, officers, directors, KingsRock
and its Strategic Partners and Senior Advisors could have conflicts of interest in determining whether to present business combination
opportunities to us or to any other blank check company with which they may become involved. KingsRock, its principals and its Strategic
Partners and Senior Advisors have complete discretion, subject to applicable fiduciary duties, as to which blank check company they choose
to pursue a business combination and the order in which they pursue business combinations for any of their future blank check companies.
As a result, KingsRock, its principals and its Strategic Partners and Senior Advisors may pursue business combinations for blank check
companies that other affiliates of KingsRock have sponsored in any order, which could result in its more recent blank check companies
completing business combinations prior to its blank check companies that were launched earlier. There are no contractual obligations governing
the allocation of opportunities among the various blank check companies. Any determination as to which blank check company will pursue
a particular acquisition target will be made based on the circumstances of the particular situation, including but not limited to the
relative sizes of the blank check companies compared to the sizes of the targets, the need or desire for additional financings and the
relevant experience of the directors, officers, Strategic Partners and Senior Advisors involved with a particular blank check company.
Messrs. Wohlin, Jaffe, Ottensoser and von Girsewald currently do not have any existing contractual and fiduciary obligations to other
parties to offer acquisition opportunities to such parties unless presented to any of them solely in their capacity as a director or officer
of such parties. However, no assurance can be given that any of them will not in the future, agree or be required, pursuant to additional
contractual obligations or fiduciary duties, to offer acquisition opportunities coming to his attention to other entities.
Because there are numerous special purpose acquisition
companies seeking to enter into an initial business combination with available targets, the competition for available targets with attractive
fundamentals or business models may increase, which could cause target companies to demand improved financial terms. Attractive deals
could also become scarcer for other reasons, such as economic or industry sector downturns (including a negative public perception of
mergers involving SPACs), geopolitical tensions, or increases in the cost of additional capital needed to close business combinations
or operate targets post-businesscombination. Thus, our ability to identify and evaluate a target company may be impacted by significant
competition among other special purpose acquisition companies in pursuing business combination transaction candidates and significant
competition may impact the attractiveness of the acquisition terms that we will be able to negotiate.
5
Potential Additional Financings
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. If we raise additional funds
through equity or convertible debt issuances, our public shareholders may suffer significant dilution and these securities could have
rights that rank senior to our public shares. If we raise additional funds through the incurrence of indebtedness, such indebtedness would
have rights that are senior to our equity securities and could contain covenants that restrict our operations. Further, as described above,
due to the anti-dilutionrights of our founder shares, our public shareholders may incur material dilution. In addition, we intend
to target businesses with enterprise values that are greater than we could acquire with the net proceeds of our Offering and the sale
of the private placement units, and, as a result, if the cash portion of the purchase price exceeds the amount available from the trust
account, net of amounts needed to satisfy any redemptions by public shareholders, we may be required to seek additional financing to complete
such proposed initial business combination. We may also obtain financing prior to the closing of our initial business combination to fund
our working capital needs and transaction costs in connection with our search for and completion of our initial business combination.
There is no limitation on our ability to raise funds through the issuance of equity or equity-linkedsecurities or through loans,
advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements
or backstop agreements we may enter into following consummation of the Offering. Subject to compliance with applicable securities laws,
we would only complete such financing simultaneously with the completion of our initial business combination. If we are unable to complete
our initial business combination because we do not have sufficient funds available to us, we will be forced to liquidate the trust account.
In addition, following our initial business combination, if cash on hand is insufficient, we may need to obtain additional financing in
order to meet our obligations. 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.
Prior SPAC Experience
Our Chief Financial Officer, Mr.Ottensoser,
has, in his prior roles working at investment banks, participated in his career in many SPAC transactions including IPOs and business
combinations where the bank played a role as an underwriter or capital markets advisor.
Initial Business Combination
So long as we maintain listing for our securities
on the New York Stock Exchange (NYSE), we must complete one or more business combinations having an aggregate fair market
value of at least 80% of the value of the assets held in the trust account (excluding the deferred underwriting discounts and commissions
and taxes paid or payable on the income earned on the trust account) at the time of execution of the definitive agreement for such 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, we will obtain an
opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect
to the satisfaction of such criteria. While we consider it unlikely that our board of directors will not be able to make an independent
determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced
with the business of a particular target or if there is a significant amount of uncertainty as to the value of the targets assets
or prospects. Additionally, pursuant to NYSE rules, any initial business combination must be approved by a majority of our independent
directors.
If we do not complete our initial business combination
within the completion window, while we do not currently intend to seek shareholder approval to amend our amended and restated memorandum
and articles of association to extend the amount of time we will have to consummate an initial business combination, we may elect to do
so in the future. There is no limit on the number of extensions that we may seek; however, we do not expect to extend the time period
to consummate our initial business combination beyond 36months from the closing of the Offering. If we determine not to or are unable
to extend the time period to consummate our initial business combination or fail to obtain shareholder approval to extend the completion
window, our sponsors investment in our founder shares and our private placement units will be worthless.
Our amended and restated memorandum and articles
of association require the affirmative vote of a majority of our board of directors, which must include a majority of our independent
directors and each of the non-independentdirectors nominated by our sponsor, to approve our initial business combination.
6
We anticipate structuring our initial business combination
so that the post-transactioncompany 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-transactioncompany
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. However, we will only complete a business combination if the post-transactioncompany
owns or acquires 50% or more of the outstanding voting securities of the target or otherwise is not required to register as an investment
company under the Investment Company Act of 1940, as amended (the Investment Company Act). Even if the post-transactioncompany
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-transactioncompany, depending on valuations ascribed to the target and us in the business combination
transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the
outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in
the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial
business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less
than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company,
the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of NYSEs 80%
fair market value test. If the initial business combination involves more than one target business, the 80% fair market value test will
be based on the aggregate value of all of the transactions and we will treat the target businesses together as the initial business combination
for seeking shareholder approval or for purposes of a tender offer, as applicable. So long as we maintain listing for our securities on
NYSE, we would be required to comply with such 80%rule.
Status as a Public Company
We believe our structure will make us an attractive
business combination partner to target businesses. As an existing public company, we offer a target business an alternative to the traditional
initial public offering through a merger or other business combination with us. In a business combination transaction with us, the owners
of the target business may, for example, exchange their shares of stock, shares or other equity interests in the target business for our
ClassA ordinary shares (or shares of a new holding company) or for a combination of our ClassA ordinary shares and cash, allowing
us to tailor the consideration to the specific needs of the sellers. Although there are various costs and obligations associated with
being a public company, we believe target businesses will find this method a more certain and cost effective method to becoming a public
company than the typical initial public offering. The typical initial public offering process takes a significantly longer period of time
than the typical business combination transaction process, and there are significant expenses in the initial public offering process,
including underwriting discounts and commissions, that may not be present to the same extent in connection with a business combination
with us.
Furthermore, once a proposed business combination
is completed, the target business will have effectively become public, whereas an initial public offering is always subject to the underwriters
ability to complete the offering, as well as general market conditions, which could delay or prevent the offering from occurring or could
have negative valuation consequences. Once public, we believe the target business would then have greater access to capital, an additional
means of providing management incentives consistent with shareholders interests and the ability to use its equity as currency for
acquisitions. Being a public company can offer further benefits by augmenting a companys profile among potential new customers
and vendors and aid in attracting talented employees.
While we believe that our structure and our management
teams backgrounds will make us an attractive business partner, some potential target businesses may view our status as a blank
check company, such as our lack of an operating history and our ability to seek shareholder approval of any proposed initial business
combination, negatively.
Sourcing of Potential Business Combination Targets
KingsRock and its Strategic Partners and Senior
Advisors may compete with us for acquisition opportunities that we may target for our initial business combination. If KingsRock and its
Strategic Partners and Senior Advisors decide to pursue any such opportunity or determine in any of their sole discretion not to offer
such opportunity to us, we may be precluded from procuring such opportunities. In addition, investment ideas generated within any of KingsRock
and its Strategic Partners and Senior Advisors or by persons who may make decisions for us or any of KingsRock and its Strategic Partners
and Senior Advisors may be suitable for KingsRock or the relevant Strategic Partner and Senior Advisor and may be directed to KingsRock
or the relevant Strategic Partner and Senior Advisor or other third parties rather than to us. None of KingsRock or its Strategic Partners
and Senior Advisors has any fiduciary, contractual or other obligations or duties to our company, including, without limitation, to present
us with any opportunity for a potential business combination of which they become aware.
7
We have not contacted any of the prospective target
businesses that any of KingsRock or its Strategic Partners and Senior Advisors in any prior SPAC with which they may have been involved
had considered and rejected as target businesses to acquire. However, we may contact such targets if we become aware that such targets
are interested in a potential initial business combination with us and such transaction would be attractive to our shareholders. Accordingly,
there is no current basis for investors from our Offering to evaluate the possible merits or risks of the target business with which we
may ultimately complete our initial business combination.
Our management team, in their other endeavors (including
any affiliation they may have with any of KingsRock and its Strategic Partners and Senior Advisors), may choose or be required to present
potential business combinations or other transactions to the KingsRock Advisor or the relevant Strategic Partner and Senior Advisor or
third parties, before they present such opportunities to us. Please see *Risk Factors**Certain of our
officers and directors are now, and all of them may in the future become, affiliated with entities engaged in business activities similar
to those intended to be conducted by us and, accordingly, may have conflicts of interest in determining to which entity a particular business
opportunity or other transaction should be presented*. We are not prohibited from pursuing an initial business combination with
a company that is affiliated with any of KingsRock and its Strategic Partners and Senior Advisors, our sponsor, officers or directors,
nor are we prohibited from doing so with a business that is affiliated with any of KingsRock and its Strategic Partners and Senior Advisors.
In the event we seek to complete our initial business combination with a business that is affiliated (as defined in our amended and restated
memorandum and articles of association) with any of KingsRock and its Strategic Partners and Senior Advisors, our sponsor, officers or
directors, we, or a committee of independent and disinterested directors, will obtain an opinion from an independent investment banking
firm or another independent entity that commonly renders valuation opinions, stating that the consideration to be paid by us in such an
initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any
other context. Prior to or in connection with the completion of our initial business combination, there may be payment by the company
to our sponsor, officers or directors, or our or their affiliates (which includes KingsRock Viking Acquisition, LLC and KingsRock Advisors,
LLC), of a finders fee, advisory fee, consulting fee or success fee for any services they render in order to effectuate the completion
of our initial business, which, if made prior to the completion of our initial business combination, will be paid from funds held outside
the trust account. In addition, we have agreed, pursuant to the administrative and indemnification services agreement with the managing
member our sponsor, that we will indemnify the managing member of our sponsor from any claims arising out of or relating to our Offering
or the companys operations or conduct of the companys business (including our initial business combination) or any claim
against the managing member our sponsor alleging any expressed or implied management or endorsement by the managing member our sponsor
of any of the companys activities or any express or implied association between the managing member our sponsor and the company
or any of its affiliates, which agreement will provide that the indemnified parties cannot access the funds held in our trust account.
We are not prohibited from pursuing an initial business
combination with a business combination target that is affiliated (as defined in our amended and restated memorandum and articles of association)
with our sponsor, officers or directors, or from making the acquisition through a joint venture or other form of shared ownership with
our sponsor, officers or directors. In the event we seek to complete our initial business combination with a business combination target
that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, will obtain an opinion from an
independent investment banking firm or another independent entity that commonly renders valuation opinions, stating that the consideration
to be paid by us in such an initial business combination is fair to our company from a financial point of view. We are not required to
obtain such an opinion in any other context.
If any of our officers or directors becomes aware
of a business combination opportunity that falls within the line of business of any entity to which he or she has then-currentfiduciary
or contractual obligations, he or she may be required to present such business combination opportunity to such entity prior to presenting
such business combination opportunity to us. Our officers and directors currently have certain relevant fiduciary duties or contractual
obligations that may take priority over their duties to us.
8
Limited Ability to Evaluate the Targets Management Team
Although we intend to closely scrutinize the management
of a prospective target business when evaluating the desirability of effecting our business combination with that business, our assessment
of the target businesss management may not prove to be correct. In addition, the future management may not have the necessary skills,
qualifications or abilities to manage a public company. Furthermore, the future role of members of our management team, if any, in the
target business cannot presently be stated with any certainty. The determination as to whether any of the members of our management team
will remain with the combined company will be made at the time of our initial business combination. While it is possible that one or more
of our directors will remain associated in some capacity with us following our business combination, it is unlikely that any of them will
devote their full efforts to our affairs subsequent to our business combination. Moreover, we cannot assure you that members of our management
team will have significant experience or knowledge relating to the operations of the particular target business.
We cannot assure you that any of our key personnel
will remain in senior management or advisory positions with the combined company. The determination as to whether any of our key personnel
will remain with the combined company will be made at the time of our initial business combination.
Following a business combination, we may seek to
recruit additional managers to supplement the incumbent management of the target business. We cannot assure you that we will have the
ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or experience necessary
to enhance the incumbent management.
Shareholders May Not Have the Ability to Approve our Initial Business
Combination
We may conduct redemptions without a shareholder
vote pursuant to the tender offer rules of the SEC unless shareholder approval is required by applicable law or stock exchange listing
requirements or we choose to seek shareholder approval for business or other legal reasons. Presented in the table below is a graphic
explanation of the types of initial business combinations we may consider and whether shareholder approval is currently required under
Cayman Islands law for each such transaction.
|
Type of Transaction |
|
Whether
Shareholder
Approval is
Required | |
|
Purchase of assets |
|
No | |
|
Purchase of stock, shares or other equity interests of target not involving a merger with the company |
|
No | |
|
Merger of target into a subsidiary of the company |
|
No | |
|
Merger of the company with a target |
|
Yes | |
So long as we maintain a listing for our securities
on NYSE, shareholder approval would be required for our initial business combination if, for example:
|
| we issue ClassA ordinary shares that will be equal to or in excess of 20% of the number of our ClassA ordinary shares
then issued and outstanding (other than in a public offering); | |
|
| any of our directors, officers or substantial shareholders (as defined by NYSE rules) has a 5% or greater interest (or such persons
collectively have a 10% or greater interest), directly or indirectly, in the target business or assets to be acquired or otherwise and
the present or potential issuance of ordinary shares could result in an increase in issued and outstanding ordinary shares or voting power
of 5% or more; or | |
|
| the issuance or potential issuance of ordinary shares will result in our undergoing a change of control. | |
9
Permitted Purchases of our Securities
In the event we seek shareholder approval of our
business combination and we do not conduct redemptions in connection with our business combination pursuant to the tender offer rules,
our sponsor, 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. Such a purchase would 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, directors, officers, advisors or their affiliates
purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights
or submitted a proxy to vote against our initial business combination, such selling shareholders would be required to revoke their prior
elections to redeem their shares and any proxy to vote against our initial business combination. We do not currently anticipate that such
purchases, if any, would constitute a tender offer subject to the tender offer rules under the ExchangeAct or a going-privatetransaction
subject to the going-privaterules under the ExchangeAct; however, if the purchasers determine at the time of any such purchases
that the purchases are subject to such rules, the purchasers will be required to comply with such rules. It is intended that, if Rule10b-18would
apply to purchases by our sponsor, directors, executive officers, advisors or any of their affiliates, then such purchases will comply
with Rule10b-18under the ExchangeAct, to the extent it applies, which provides a safe harbor for purchases made under
certain conditions, including with respect to timing, pricing and volume of purchases.
There is no limit on the number of shares or warrants
our sponsor, directors, officers, advisors or their affiliates may purchase in such transactions, subject to compliance with applicable
law and NYSE rules. 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 shares or public warrants
in such transactions. Such persons will be subject to restrictions in making any such purchases when they are in possession of any material
non-publicinformation not disclosed to the seller or if such purchases are prohibited by RegulationM under the ExchangeAct.
The purpose of any such purchases of shares could
be to (i)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 the
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 warrantholders for
approval in connection with our initial business combination. Any such transactions 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.
Our sponsor, officers, directors and/or their affiliates
anticipate that they may identify the shareholders with whom our sponsor, 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 class of ClassA 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 the 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 RegulationM under the ExchangeAct and the other federal securities laws.
10
Any purchases by our sponsor, officers, directors
and/or their affiliates who are affiliated purchasers under Rule10b-18under the ExchangeAct will only be made to the
extent such purchases are able to be made in compliance with Rule10b-18, which is a safe harbor from liability for manipulation
under Section9(a)(2)and Rule10b-5of the ExchangeAct. Rule10b-18has certain technical requirements
that must be complied with in order for the safe harbor to be available to the purchaser. Our sponsor, officers, directors and/or their
affiliates are subject to restrictions in making purchases of ordinary shares if the purchases would violate Section9(a)(2)or
Rule10b-5of the ExchangeAct. Any such purchases will be reported pursuant to Section13 and Section16 of
the ExchangeAct to the extent such purchasers are subject to such reporting requirements. Additionally, in the event our sponsor,
directors, executive officers, advisors or their affiliates were to purchase shares or warrants from public shareholders, such purchases
would be structured in compliance with the requirements of Rule14e-5under the ExchangeAct including, in pertinent part,
through adherence to the following:
|
| our registration statement/proxy statement filed for our business combination transaction would disclose the possibility that our
sponsor, directors, executive officers, advisors or any of their affiliates may purchase shares or warrants from public shareholders outside
the redemption process, along with the purpose of such purchases; | |
|
| if our sponsor, directors, executive officers, advisors or any of their affiliates were to purchase 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, directors, executive officers, advisors or any of their affiliates would not be voted in favor
of or against approving the business combination transaction; | |
|
| our sponsor, directors, executive officers, advisors or any of their affiliates would not possess any redemption rights with respect
to our securities or, if they do acquire and possess redemption rights, they would waive such rights; and | |
|
| we would disclose in a Form8-K, before our security holder meeting to approve the business combination transaction, the following
material items: | |
|
| the amount of our securities purchased outside of the redemption offer by our sponsor, directors, executive officers, advisors or
any of their affiliates, along with the purchase price; | |
|
| the purpose of the purchases by our sponsor, directors, executive officers, advisors or any of their affiliates; | |
|
| the impact, if any, of the purchases by our sponsor, directors, executive officers, advisors or any of their affiliates on the likelihood
that the business combination transaction will be approved; | |
|
| the identities of our security holders who sold to our sponsor, directors, executive officers, advisors or any of 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, directors,
executive officers, advisors or any of their affiliates; and | |
|
| the number of our securities for which we have received redemption requests pursuant to our redemption offer. | |
Please see *Risk FactorsIf
we seek shareholder approval of our initial business combination, our sponsors, directors, officers, advisors or their affiliates may
elect to enter into certain transactions, including purchasing shares or public warrants from public shareholders or public warrantholders,
which may influence the outcome of a vote on a proposed business combination and reduce the public float of our ClassA
ordinary shares*.
Redemption Rights for Public Shareholders upon Completion of our
Initial Business Combination
We will provide our public shareholders with the
opportunity to redeem all or a portion of their ClassA ordinary shares (including any securities for which such shares are exchanged
in any prior migration or other restructuring) upon the completion of our initial business combination at a per-shareprice, payable
in cash, equal to the aggregate amount then on deposit in the trust account calculated as of twobusiness days prior to the consummation
of the initial business combination including interest earned on the funds held in the trust account (which interest shall be net of taxes
payable), divided by the number of then-outstandingpublic shares, subject to the limitations described herein. The amount in the
trust account is initially anticipated to be $10.00 per public share. The per-shareamount we will distribute to investors who properly
redeem their shares will not be reduced by the deferred underwriting discounts and commissions we will pay to the underwriters. Our sponsor,
officers and directors will not be entitled to redemption rights with respect to any founder shares or private placement shares held by
them and any public shares held by them in connection with the completion of our business combination.
11
Limitations on Redemptions
We may be subject to a minimum cash requirement
or a maximum redemption requirement which may be contained in the agreement relating to our initial business combination. For example,
the proposed business combination may require (i)cash consideration to be paid to the target or its owners, (ii)cash to be
transferred to the target for working capital or other general corporate purposes or (iii)the retention of cash to satisfy other
conditions in accordance with the terms of the proposed business combination. In the event the aggregate cash consideration we would be
required to pay for all ClassA ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash
conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not
complete the business combination or redeem any shares, and all ClassA ordinary shares submitted for redemption will be returned
to the holders thereof.
Manner of Conducting Redemptions
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 initial business combination or (ii)without a shareholder vote by means of a tender offer. The decision
as to whether we will seek shareholder approval of a proposed initial 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 requirements. Under NYSE rules,
asset acquisitions and stock or share purchases would not typically require shareholder approval while direct mergers with our company
where we do not survive and any transactions where we issue more than 20% of our issued and outstanding ordinary shares or seek to amend
our amended and restated memorandum and articles of association would require shareholder approval. If we structure an initial business
combination with a target company in a manner that requires shareholder approval, we will not have discretion as to whether to seek a
shareholder vote to approve the proposed initial business combination. So long as we maintain listing for our securities on NYSE, we will
be required to comply with NYSEs shareholder approval rules.
The requirement that we provide our public shareholders
with the opportunity to redeem their public shares by one of the two methods listed above is contained in provisions of our amended and
restated memorandum and articles of association and will apply whether or not we maintain our registration under the ExchangeAct
or our listing on NYSE. Such provisions may be amended if approved by a special resolution of our shareholders, which is a resolution
passed by at least a two-thirds(2/3) majority (or such higher approval threshold as specified in the companys amended and
restated memorandum and articles of association) of the votes cast by such shareholders as, being entitled to do so, vote in person or,
where proxies are allowed, by proxy at a general meeting of the company of which notice specifying the intention to propose the resolution
as a special resolution has been duly given.
If we hold a shareholder vote to approve our initial
business combination, we will, pursuant to our amended and restated memorandum and articles of association:
|
| conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation14A of the ExchangeAct, which regulates
the solicitation of proxies, and not pursuant to the tender offer rules, and | |
|
| file proxy materials with the SEC. | |
In the event that we seek shareholder approval of
our initial business combination, we will distribute proxy materials and, in connection therewith, provide our public shareholders with
the redemption rights described above upon completion of the initial business combination.
If we seek shareholder approval, we will complete our initial business
combination only if we obtain the approval at an ordinary resolution for such business combination under Cayman Islands law and pursuant
to our amended and restated memorandum and articles of association (or such higher approval threshold as may be required by Cayman Islands
or other applicable law and pursuant to our amended and restated memorandum and articles of association). 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-thirdsof the votes cast
by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting
of the company. A quorum for such meeting will consist of the holders present in person or by proxy of shares the company representing
at least one-third(1/3) of the voting power of all outstanding shares of the company entitled to vote at such meeting. Our sponsor
and Cohen will count toward this quorum and each have agreed to vote their founder shares, private placement shares and any public shares
purchased during or after our Offering in favor of our initial business combination, except that the sponsor is not permitted to vote
for or against an initial business combination for any public shares so purchased after we publicly announce our intention to engage in
such initial business combination. For purposes of seeking approval of the requisite majority of our outstanding ordinary shares voted,
abstentions and non-voteswill have no effect on the approval of our initial business combination once a quorum is obtained. As a
result, in respect of such ordinary resolution, if all outstanding shares are voted on a resolution to approve our initial business combination,
in addition to our sponsors founder shares and the private placement shares (including those issued to Cohen), we would need 7,336,667,
or 31.9% (assuming all outstanding shares are voted), of the 23,000,000 public shares sold in our Offering to be voted in favor of an
initial business combination in order to have our initial business combination approved, subject to any higher consent threshold as may
be required by Cayman Islands or other applicable law. Assuming that only the holders of one-thirdof our issued and outstanding
ordinary shares, representing a quorum under our amended and restated memorandum and articles of association, vote their shares, regardless
of such vote pertains to an ordinary resolution or a special resolution of two-thirdsof our ordinary shares voted at the meeting,
we would not need any public shares in addition to our founder shares and private placement shares to be voted in favor of an initial
business combination in order to approve an initial business combination. These quorum and voting thresholds, and the voting agreements
of our sponsor, may make it more likely that we will consummate our initial business combination. Each public shareholder may elect to
redeem its public shares irrespective of whether it votes for or against the proposed transaction. In addition, our sponsor, officers
and directors will not be entitled to redemption rights with respect to any founder shares or private placement shares and any public
shares held by them in connection with the completion of a business combination.
12
If we conduct redemptions pursuant to the tender
offer rules of the SEC, we will, pursuant to our amended and restated memorandum and articles of association:
|
| conduct the redemptions pursuant to Rule13e-4and Regulation14E of the ExchangeAct, which regulate issuer tender
offers, and | |
|
| file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same
financial and other information about the initial business combination and the redemption rights as is required under Regulation14A
of the ExchangeAct, which regulates the solicitation of proxies. Although we are not required to do so, we currently intend to comply
with the substantive and procedural requirements of Regulation14A in connection with any shareholder vote even if we are not able
to maintain our NYSE listing or ExchangeAct registration. | |
Upon the public announcement of our business combination,
we or our sponsor will terminate any plan established in accordance with Rule10b5-1to purchase our ClassA ordinary shares
in the open market if we elect to redeem our public shares through a tender offer, to comply with Rule14e-5under the ExchangeAct.
In the event we conduct redemptions pursuant to
the tender offer rules, our offer to redeem will remain open for at least 20business days, in accordance with Rule14e-1(a)under
the ExchangeAct, 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, and instead may search for an alternate business combination.
Limitation on Redemption upon Completion of our Initial Business
Combination if we Seek Shareholder Approval
If we seek shareholder approval of our initial business
combination and we do not conduct redemptions in connection with our business combination pursuant to the tender offer rules, our amended
and restated memorandum and articles of association provide that a public shareholder, together with any affiliate of such shareholder
or any other person with whom such shareholder is acting in concert or as a group (as defined under Section13 of the
ExchangeAct), will be restricted from redeeming its shares with respect to the Excess Shares without our prior consent. We believe
this restriction will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use
their ability to exercise their redemption rights against a proposed business combination as a means to force us or our management to
purchase their shares at a significant premium to the then-currentmarket price or on other undesirable terms. Absent this provision,
a public shareholder holding more than an aggregate of 15% of the shares sold in our Offering could threaten to exercise its redemption
rights if such holders shares are not purchased by us, our sponsor or our management at a premium to the then-currentmarket
price or on other undesirable terms. By limiting our shareholders ability to redeem no more than 15% of the shares sold in our
Offering without our prior consent, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block
our ability to complete our 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 the Excess Shares) for or against our business combination.
Tendering Share Certificates in Connection with a Tender Offer or
Redemption Rights
Public shareholders seeking to exercise their redemption
rights, whether they are record holders or hold their shares in street name, will be required to either tender their certificates
to our transfer agent prior to the date set forth in the proxy solicitation materials or tender offer documents (as applicable) mailed
to such holders, or up to twobusiness days prior to the initially scheduled vote on the proposal to approve the business combination
(or any later date determined by our board of directors) in the event we distribute proxy materials, or to deliver their shares to the
transfer agent electronically using the Depository Trust Companys DWAC (Deposit/Withdrawal At Custodian) System, at the holders
option. The proxy solicitation 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 the applicable delivery requirements. Accordingly, a public shareholder
would have from the time we send out our tender offer materials until the close of the tender offer period, or up to twodays prior
to the initially scheduled vote on the business combination if we distribute proxy materials, as applicable, to tender its shares if it
wishes to seek to exercise its redemption rights. Given the relatively short period in which to exercise redemption rights, it is advisable
for shareholders to use electronic delivery of their public shares.
There is a nominal cost associated with the above-referencedtendering
process and the act of certificating the shares or delivering them through the DWAC System. The transfer agent will typically charge the
tendering broker a fee of approximately $80.00 and it would be up to the broker whether or not to pass this cost on to the redeeming holder.
However, this fee would be incurred regardless of whether or not we require holders seeking to exercise redemption rights to tender their
shares. The need to deliver shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must
be effectuated.
Any request to redeem such shares, once made, may
be withdrawn at any time up to twobusiness days prior to the initially scheduled vote on the proposal to approve the business combination
set forth in the proxy materials or tender offer documents, as applicable, unless otherwise agreed to by us.
Furthermore, if a holder of a public share delivered
its certificate in connection with an election of redemption rights and subsequently decides prior to the applicable date not to elect
to exercise such rights, such holder may simply request that the transfer agent return the certificate (physically or electronically).
It is anticipated that the funds to be distributed to holders of our public shares electing to redeem their shares will be distributed
promptly after the completion of our business combination.
13
If our initial business combination is not approved
or completed for any reason, then our public shareholders who elected to exercise their redemption rights would not be entitled to redeem
their shares for the applicable pro rata share of the trust account. In such case, we will promptly return any certificates delivered
by public holders who elected to redeem their shares.
If our initial proposed business combination is
not completed, we may continue to try to complete a business combination until 24months from the closing of our Offering or until
such earlier liquidation date as our board of directors may approve, to consummate an initial business combination.
Redemption of Public Shares and Liquidation if no Initial Business
Combination
If we are unable to complete our business combination
within the completion window and do not hold a shareholder vote to amend our amended and restated memorandum and articles of association
to extend the amount of time we will have to consummate an initial business combination, we will: (i)cease all operations except
for the purpose of winding up, (ii)as promptly as reasonably possible but not more than tenbusiness days thereafter (and subject
to lawfully available funds therefor), redeem the public shares, at a per-shareprice, payable in cash, equal to the aggregate amount
then on deposit in the trust account including interest earned on the funds held in the trust account (which interest shall be net of
taxes payable and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstandingpublic
shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive
further liquidating distributions, if any), subject to applicable law, and (iii)as promptly as reasonably possible following such
redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each
case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There
will be no redemption rights or liquidating distributions with respect to our warrants, which will expire without value to the holder
if we fail to complete our initial business combination within the completion window.
Our sponsor, officers and directors will not be
entitled to rights to liquidating distributions from the trust account with respect to any founder shares or private placement units (and
any securities underlying the private placement units) held by them if we fail to complete our initial business combination within the
completion window. However, if our sponsor, officers or directors acquire public shares in or after the Offering, they will be entitled
to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination
within the completion window.
Our sponsor, officers and directors will agree that
they will not propose any amendment to our amended and restated memorandum and articles of association (i)in a manner that would
affect the substance or timing of our obligation to redeem 100% of our public shares if we do not complete an initial business combination
within the completion window or (ii)with respect to any other provision relating to the right of holders of our ClassA ordinary
shares or pre-initialbusiness combination activity, unless we provide our public shareholders with the opportunity to redeem their
ClassA ordinary shares upon approval of any such amendment at a per-shareprice, payable in cash, equal to the aggregate amount
then on deposit in the trust account, including interest earned on the funds held in the trust account (which interest shall be net of
taxes payable), divided by the number of then-outstandingpublic shares. Pursuant to our amended and restated memorandum and articles
of association, such an amendment would need to be approved by a special resolution.
We expect that all costs and expenses associated
with implementing our liquidation, as well as payments to any creditors, will be funded from amounts remaining out of the approximately
$1,300,000 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 liquidation, to the extent
that there is any interest accrued in the trust account following taxes payable, 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 Offering and the sale of the private placement units, other than the proceeds deposited in the trust account, and without taking into
account interest, if any, earned on the trust account, the per-shareredemption 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-shareredemption
amount received by shareholders will not be substantially less than $10.00. While we intend to pay such amounts, if any, we cannot assure
you that we will have funds sufficient to pay or provide for all creditors claims.
14
Although we will seek to have all vendors, service
providers (other than 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, 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 perform an analysis
of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management
believes that such third partys engagement would be significantly more beneficial to us than any alternative. 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 we are 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. Our sponsor has agreed that it will be liable
to us if and to the extent any claims by a third party (other than our independent public accounting firm) for services rendered or products
sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar
agreement or business combination agreement, reduce the amount of funds in the trust account to below (i)$10.00 per public share
or (ii)such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account, due
to reductions in value of the trust assets, in each case net of taxes payable, except as to any claims by a third party that executed
a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) and except as to any
claims under our indemnity of the underwriters of our 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 (i)$10.00 per public share or (ii)such lesser amount per public share held in the trust account as of the
date of the liquidation of the trust account, due to reductions in value of the trust assets, in each case net of taxes payable, and our
sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to
a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification
obligations. While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce
its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose
not to do so 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. We have not asked our sponsor to reserve
for such indemnification obligations and we cannot assure you that our sponsor would be able to satisfy those obligations. Accordingly,
we cannot assure you that due to claims of creditors the actual value of the per-shareredemption price will not be less than $10.00
per public 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 (other
than our independent registered public accounting firm), 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 Offering against certain liabilities, including liabilities
under the Securities Act. We will have access to up to approximately $1,300,000 from the proceeds of our 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 winding up petition or a 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 a liquidator may determine that such funds should be included in our bankruptcy or insolvency estate and subject to
the claims of third-partycreditors with priority over the claims of our shareholders. To the extent any bankruptcy or insolvency
claims deplete the trust account, we cannot assure you we will be able to return $10.00 per share to our public shareholders. Additionally,
if we file a winding up petition or a winding up petition is filed against us that is not dismissed, any distributions received by shareholders
could be subject to challenge under applicable debtor/creditor and/or insolvency laws as a voidable preference or a fraudulent
conveyance, preference or disposition. As a result, a liquidator or a bankruptcy or other court could seek to recover some or all
amounts received by our shareholders. Furthermore, our board of directors may be viewed as having breached its fiduciary duty to us or
our creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, by paying
public shareholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought
against us for these reasons.
15
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 are unable to complete our initial
business combination within the completion window, (ii)in connection with a shareholder vote to approve an amendment to our amended
and restated memorandum and articles of association (A)in a manner that would affect the substance or timing of our obligation to
redeem 100% of our public shares if we do not complete an initial business combination within the completion window or (B)with respect
to any other provision relating to the rights of holders of our ClassA ordinary shares or pre-initialbusiness combination
activity or (iii)if they redeem their respective shares for cash upon the completion of the initial business combination, subject
to applicable law and any limitations (including but not limited to cash requirements) created by the terms of the proposed business combination.
In no other circumstances will a shareholder have any right or interest of any kind to or in the trust account. In the event we seek shareholder
approval in connection with our initial business combination, a shareholders voting in connection with the business combination
alone will not result in a such shareholder 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 business combination, we may encounter intense competition from other entities having a business objective similar to
ours, including other blank check companies, private equity groups and leveraged buyout funds, 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 greater financial, technical, human and other resources than
we do. 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.
Any of these factors may place us at a competitive disadvantage in successfully negotiating an initial business combination.
Facilities
Our executive offices
are located at 900 Third Avenue, 18thFloor,
NewYork, NY10022, and our telephone number is (917) 423-7931. The cost for this space is included in the per month fee of
up to $30,000 that we pay to an affiliate of the managers of our sponsor, KingsRock, for office space, administrative and support services.
We consider our current office space adequate for our current operations.
Employees
We currently have three officers and do not intend
to have any full-timeemployees prior to the completion of our initial business combination. Members of our management team are not
obligated to devote any specific number ofhours to our matters but they intend to devote as much of their time as they deem necessary
to our affairs until we have completed our initial business combination. The amount of time that any such person will devote in any time
period to our company will vary based on whether a target business has been selected for our initial business combination and the current
stage of the business combination process.
16
Periodic Reporting and Financial Information
We have registered our units, ClassA ordinary
shares and warrants under the ExchangeAct and have reporting obligations, including the requirement that we file annual, quarterly
and current reports with the SEC.In accordance with the requirements of the ExchangeAct, our annual reports will contain financial
statements audited and reported on by our independent registered public accounting firm.
We will provide shareholders with audited financial
statements of the prospective target business as part of the proxy solicitation materials or tender offer documents (as applicable) sent
to shareholders. These financial statements may be required to be prepared in accordance with accounting principles generally accepted
in the United States (GAAP), or reconciled to, GAAP, or international financial reporting standards (IFRS)
, depending on the circumstances, and the historical financial statements may be required to be audited in accordance with the standards
of the Public Company Accounting Oversight Board (UnitedStates), or the PCAOB. These financial statement requirements may limit
the pool of potential target businesses we may acquire because some targets may be unable to provide such statements in time for us to
disclose such statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time
frame. We cannot assure you that any particular target business identified by us as a potential acquisition candidate will have financial
statements prepared in accordance with the requirements outlined above, or that the potential target business will be able to prepare
its financial statements in accordance with the requirements outlined above. To the extent that any applicable requirements cannot be
met, we may not be able to acquire the proposed target business. While this may limit the pool of potential acquisition candidates, we
do not believe that this limitation will be material.
We will be required to evaluate our internal control
procedures for the fiscal year ending December31, 2026 as required by the Sarbanes-OxleyAct. Only in the event we are deemed
to be a large accelerated filer or an accelerated filer will we be required to have our internal control procedures audited. A target
business may not be in compliance with the provisions of the Sarbanes-OxleyAct regarding adequacy of their internal controls. The
development of the internal controls of any such entity to achieve compliance with the Sarbanes-OxleyAct may increase the time and
costs necessary to complete any such acquisition.
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.
17
Risk Factors Summary
We are a newly incorporated
company that has conducted no operations and has generated no revenues. Until we complete our initial business combination, we will have
no operations and will generate no operating revenues. In making your decision whether to invest in our securities, you should take into
account not only the background of our management team, but also the special risks we face as a blank check company.
You should carefully consider
these and the other risks set forth in the section entitled Risk Factors of this Form 10-K. Such risks include, but are
not limited to:
Risks Relating to our Search for, Consummation
of, or Inability to Consummate, a Business Combination andPost-BusinessCombination Risks
|
| We are an exempted company established in the Cayman Islands with no operating results. 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 with one or more target businesses. | |
|
| A potential target may make it a closing condition to our initial business combination that we have a
certain amount of cash and thus, increase the probability that our initial business combination would be unsuccessful. | |
|
| If the number of our public shareholders electing to exercise their redemption rights has the effect of
reducing the amount of money available to us to consummate an initial business combination below such minimum amount required by the target
business and we are not able to locate an alternative source of funding, we will not be able to consummate such initial business combination
and we may not be able to locate another suitable target within the applicable time period, if at all. | |
|
| We may not be able to find a suitable target business and complete our initial business combination within
the completion window after the closing of the Offering. Our ability to complete our initial business combination may be negatively impacted
by general market conditions, volatility in the capital and debt markets and the other risks. | |
|
| During the course of their careers, members of our management team and board of directors have had significant
experience as founders, board members, officers, executives or employees of other companies. Certain of those persons have been, are currently
or may in the future become involved in litigation, investigations or other proceedings, including relating to the business affairs of
such companies, transactions entered into by such companies, or otherwise. | |
|
| We expect to encounter intense 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, including, without limitation, KingsRock and its Strategic Partners and Senior Advisors, competing for the
types of businesses we intend to acquire. | |
|
| Even if we conduct extensive due diligence on a target business with which we combine, we cannot assure
you that this diligence will identify all material issues in relation to 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. | |
|
| 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. | |
Risks Relating to our Securities
|
| Since the net proceeds of our Offering and the sale of the private placement units are intended to be
used to complete an initial business combination with a target business that has not been selected, we may be deemed to be a blank
check company under the UnitedStates securities laws. However, we are exempt from rules promulgated by the SEC to protect
investors in blank check companies, such as Rule419. Accordingly, investors will not be afforded the benefits or protections of
those rules. Among other things, this means our units were immediately tradable and we have a longer period of time to complete our initial
business combination than do companies subject to Rule419. | |
18
|
| If, after we distribute the proceeds in the trust account to our public shareholders, we file a winding
up petition or a 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 insolvency laws as a voidable preference or a fraudulent conveyance, preference
or disposition. As a result, a liquidator or a bankruptcy or other court could seek to challenge the transaction and recover some
or all amounts received by our shareholders. | |
|
| 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. | |
|
| There have recently been significant changes to international trade policies and tariffs affecting imports
and exports. Any significant increases in tariffs on goods or materials or other changes in trade policy could negatively affect our search
for a target and/or our ability to complete our initial business combination. | |
Risks Relating to our Sponsor and Management
Team
|
| We may pursue an initial business combination target in any business or industry. Although our management
will endeavor to evaluate the risks inherent in any particular business combination candidate, we cannot assure you that we will adequately
ascertain or assess all of the significant risk factors. We also cannot assure you that an investment in our units will not ultimately
prove to be less favorable to investors in our Offering than a direct investment, if an opportunity were available, in a business combination
candidate. | |
|
| Our ability to successfully effect our 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 business combination, it is likely that some
or all of the management of the target business could remain in place. | |
|
| Our key personnel may be able to remain with our company after the completion of our business combination
only if they are able to negotiate employment or consulting agreements in connection with the business combination. | |
|
| 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. | |
|
| We may engage one or more affiliates of our sponsor (which includes KingsRock Viking Acquisition, LLC
and KingsRock Advisors, LLC), officers or directors or their respective affiliates to provide additional services to us after the Offering,
including, for example, identifying potential targets or providing financial advisory services. | |
|
| Our operations are dependent upon a relatively small group of individuals and, in particular, our officers
and directors. We believe that our success depends on the continued service of our officers and directors, at least until we have completed
our initial business combination. | |
General Risk Factors
|
| We expect to encounter intense competition from entities other than blank check companies having a business
objective similar to ours, including private equity groups, venture capital funds, leveraged buyout funds and operating businesses competing
for acquisitions. Many of these entities are well established and have extensive experience in identifying and effecting business combinations
directly or through affiliates. Many of these competitors possess greater technical, human and other resources than we do and our financial
resources will be relatively limited when contrasted with those of many of these competitors. | |
|
| 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. | |
19
ITEM 1A. RISK FACTORS
**
*An investment in our securities involves a high
degree of risk. You should consider carefully all of the risks described below, together with the other information contained in this
Annual Report, before making a decision to invest in our units. If any of the following events occur, our business, financial condition
and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you
could lose all or part of your investment.*
Risks Relating to our Search for, Consummation of, or Inability
to Consummate, a Business Combination andPost-BusinessCombination Risks
**
*We are a 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 an exempted company established in the Cayman
Islands with no operating results, and did not commence operations until obtaining funding through the Offering. Because we lack an operating
history, you have no basis upon which to evaluate our ability to achieve our business objective of completing our initial business combination
with one or more target businesses. We have no plans, arrangements or understandings with any prospective target business concerning a
business combination and may be unable to complete our business combination. If we fail to complete our business combination, we will
never generate any operating revenues.
**
*Our public shareholders may not be afforded an opportunity to
vote on our proposed business combination, 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 requirements. Except 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. Accordingly, we may complete our initial business
combination even if holders of a majority of our public shares do not approve of the business combination we complete.
**
*Your only opportunity to affect the investment decision regarding
a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash, unless we seek shareholder
approval of such business combination.*
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 approval. Accordingly, if we do not seek shareholder approval, your
only opportunity to affect the investment decision regarding a potential business combination may be limited to exercising your redemption
rights within the period of time (which will be at least 20businessdays) set forth in our tender offer documents mailed to
our public shareholders in which we describe our initial business combination.
**
*The ability of our public shareholders to redeem their shares
for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to
enter into our initial business combination with a target.*
We may enter into a transaction agreement with
a prospective target that requires as a closing condition that we have a certain amount of cash. If too many public shareholders exercise
their redemption rights, we may not be able to meet such closing condition, and as a result, would not be able to proceed with such business
combination. Our amended and restated memorandum and articles of association will require us to provide all of our public shareholders
with an opportunity to redeem all of their shares in connection with the consummation of any initial business combination. Consequently,
if accepting all properly submitted redemption requests would cause us to not be able 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 would be aware of these risks and, thus, may be reluctant to enter into our initial business combination transaction
with us.
**
**
20
**
*The requirement that we retain a certain amount of cash could
increase the probability that our business combination would be unsuccessful and that you would have to wait for liquidation in order
to redeem your shares.*
If, pursuant to the terms of our proposed business
combination, we are required to retain a certain amount of cash in trust in order to consummate the business combination and regardless
of whether we proceed with redemptions under the tender or proxy rules, the probability that our business combination would be unsuccessful
is increased. If our business combination is unsuccessful, you would not receive your pro rata portion of the trust account until we liquidate.
If you are in need of immediate liquidity, you could attempt to sell your shares on the open market; however, at such time our shares
may trade at a discount to the pro rata amount per share in our trust account. In either situation, you may suffer a material loss on
your investment or lose the benefit of funds expected in connection with our redemption until we liquidate or you are able to sell your
shares on the open market.
**
*We may be unable to consummate an initial business combination
if a target business requires that we have a certain amount of cash at closing, in which case public shareholders may have to remain shareholders
of our company and wait until our redemption of the public shares to receive a pro rata share of the trust account or attempt to sell
their shares on the open market.*
A potential target may make it a closing condition
to our initial business combination that we have a certain amount of cash and thus, increase the probability that our initial business
combination would be unsuccessful. If the number of our public shareholders electing to exercise their redemption rights has the effect
of reducing the amount of money available to us to consummate an initial business combination below such minimum amount required by the
target business and we are not able to locate an alternative source of funding, we will not be able to consummate such initial business
combination and we may not be able to locate another suitable target within the applicable time period, if at all. In that case, public
shareholders may have to remain shareholders of our company and wait the full 24months from the closing of the Offering, in order
to be able to receive a portion of the trust account, or attempt to sell their shares on the open market prior to such time, in which
case they may receive less than they would have in a liquidation of the trust account. If you are in need of immediate liquidity, you
could attempt to sell your shares on 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 on the open market.
**
*If we seek shareholder approval of our initial business combination,
our sponsor and management team have agreed to vote in favor of such initial business combination, regardless of how our public shareholders
vote.*
Our sponsor owns 25% of our outstanding ordinary
shares following the completion of our Offering (not including the ClassA ordinary shares underlying the private placement units).
Our sponsor purchased 350,000 private placement units, consisting of 350,000 Class A ordinary shares and 116,666 private placement warrants.
Our sponsor and management team also may from time to time purchase ClassA ordinary shares in the secondary market prior to our
initial business combination, and our sponsor shall vote any such public shares in favor of our initial business combination, except that
it shall not vote for or against such proposed business combination for any Class A ordinary shares purchased after we publicly announce
our intention to engage in such initial business combination. Our amended and restated memorandum and articles of association provide
that, if we seek shareholder approval of an initial business combination, such initial business combination will be approved only if we
obtain the approval of an ordinary resolution under Cayman Islands law. As a result, in respect of such ordinary resolution, if all outstanding
shares are voted on a resolution to approve our initial business combination, in addition to our sponsors founder shares and the
private placement shares (including those issued to Cohen), we would need 7,336,667, or 31.9% (assuming all outstanding shares are voted),
of the 23,000,000 public shares sold in our Offering to be voted in favor of an initial business combination in order to have our initial
business combination approved, subject to any higher consent threshold as may be required by Cayman Islands or other applicable law. Assuming
that only the holders of one-thirdof our issued and outstanding ordinary shares, representing a quorum under our amended and restated
memorandum and articles of association, vote their shares, we would not need any public shares in addition to our founder shares and private
placement shares to be voted in favor of an initial business combination in order to approve an initial business combination. We expect
that our sponsor and its permitted transferees will own at least 25% of our issued and outstanding ordinary shares at the time of any
such shareholder vote (not including the ClassA ordinary shares underlying the private placement units). Accordingly, if we seek
shareholder approval of our initial business combination, the agreement by our sponsor 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.
**
**
21
**
*The redemption of our public shares for cash may make our financial
condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination
with a target.*
We may seek to enter into a business combination
transaction agreement with a minimum cash requirement for (i)cash consideration to be paid to the target or its owners, (ii)cash
for working capital or other general corporate purposes or (iii)the retention of cash to satisfy other conditions. If too many public
shareholders exercise their redemption rights, we would not be able to meet such closing condition and, as a result, would not be able
to proceed with the business combination. Consequently, if accepting all properly submitted redemption requests would make us unable to
satisfy a minimum cash condition as described above, we would not proceed with such business combination and may instead search for an
alternate business combination. Prospective targets will be aware of these risks and, thus, may be reluctant to enter into a business
combination transaction with us.
**
*The ability of our public shareholders to exercise redemption
rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our
capital structure.*
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 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. The above
considerations may limit our ability to complete the most desirable business combination available to us or optimize our capital structure.
The amount of the deferred underwriting discounts and commissions payable to the underwriters will not be adjusted for any shares that
are redeemed in connection with a business combination. The per-shareamount we will distribute to shareholders who properly exercise
their redemption rights will not be reduced by the deferred underwriting discounts and commissions and after such redemptions, the amount
held in trust will continue to reflect our obligation to pay the entire deferred underwriting discounts and commissions.
**
*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 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 our redemption until we liquidate or you are able to sell your shares in the open market.
**
**
22
**
*We will require public shareholders who wish to redeem their
public shares in connection with a proposed business combination to comply with specific requirements for redemption that may make it
more difficult for them to exercise their redemption rights prior to the deadline for exercising their rights**.*
We will require our public shareholders seeking
to exercise their redemption rights, whether they are record holders or hold their shares in street name, to either tender
their certificates to our transfer agent prior to the expiration date set forth in the tender offer documents mailed to such holders,
or in the event we distribute proxy materials, up to twobusiness days prior to the vote on the proposal to approve the business
combination, or to deliver their shares to the transfer agent electronically using The Depository Trust Companys DWAC (Deposit/Withdrawal
At Custodian) System, at the holders option. In order to obtain a physical stock certificate, a shareholders broker and/or
clearing broker, The Depository Trust Company (DTC) and our transfer agent will need to act to facilitate this request.
It is our understanding that shareholders should generally allot at least twoweeks to obtain physical certificates from the transfer
agent. However, because we do not have any control over this process or over the brokers or DTC, it may take significantly longer than
twoweeks to obtain a physical stock certificate. While we have been advised that it takes a short time to deliver shares through
the DWAC System, this may not be the case. Under our amended and restated memorandum and articles of association, we are required to provide
at least 7days advance notice of any shareholder meeting, which would be the minimum amount of time a shareholder would have to
determine whether to exercise redemption rights. Accordingly, if it takes longer than we anticipate for shareholders to deliver their
shares, shareholders who wish to redeem may be unable to meet the deadline for exercising their redemption rights and thus may be unable
to redeem their shares. In the event that a shareholder fails to comply with the various procedures that must be complied with in order
to validly tender or redeem public shares, its shares may not be redeemed.
Additionally, despite our compliance with the proxy
rules or tender offer rules, as applicable, shareholders may not become aware of the opportunity to redeem their shares.
**
*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 to conduct due diligence on potential business combination targets as we approach our initial business combination deadline,
which could undermine our ability to complete our 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 end of 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.
**
*Our search for a business combination, and any target business
with which we ultimately consummate a business combination, may be materially adversely affected by the status of debt and equity markets.*
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-partyfinancing being unavailable on terms acceptable to us or at all.
**
*We may not be able to complete our initial business combination
within the prescribed timeframe, in which case we would cease all operations except for the purpose of winding up and we would redeem
our public shares and liquidate, in which case our public shareholders may 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 without value to the holder.*
We may not be able to find a suitable target business
and complete our initial business combination within the completion window after the closing of the Offering. Our ability to complete
our initial business combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and
the other risks described herein. If we have not completed our initial business combination within such time period, we will (i)cease
all operations except for the purpose of winding up, (ii)as promptly as reasonably possible but not more than tenbusiness
days thereafter (and subject to lawfully available funds therefor), redeem the public shares, at a per-shareprice, payable in cash,
equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (which
interest shall be net of taxes payable and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstandingpublic
shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive
further liquidating distributions, if any), subject to applicable law, and (iii)as promptly as reasonably possible following such
redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each
case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such
case, our public shareholders may only receive $10.00 per share, or possibly less, and our warrants will expire without value to the holder.
In certain circumstances, our public shareholders may receive less than $10.00 per share on the redemption of their shares.
**
**
23
**
*We may not be able to complete an initial business combination
because such initial business combination may be subject to regulatory review and approval requirements, including foreign investment
regulations and review by government entities such as the Committee on Foreign Investment in the UnitedStates (CFIUS),
or may be ultimately prohibited.*
Our initial business combination may be subject
to regulatory review and approval requirements by governmental entities, or ultimately prohibited. For example, CFIUS has authority to
review direct or indirect foreign investments in U.S.companies. Among other things, CFIUS is empowered to require certain foreign
investors to make mandatory filings, to charge filing fees related to such filings, and to self-initiatenational security reviews
of foreign direct and indirect investments in U.S.companies if the parties to that investment choose not to file voluntarily. In
the case that CFIUS determines an investment to be a threat to national security, CFIUS has the power to unwind or place restrictions
on the investment. Whether CFIUS has jurisdiction to review an acquisition or investment transaction depends onamong
other factorsthe nature and structure of the transaction, including the level of beneficial ownership interest and
the nature of any information or governance rights involved. While our sponsor is a limited liability company formed in Delaware and is
not controlled by, nor does it have substantial ties with, a non-U.S.person, 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 Actof2018 and implementing regulations that became effective on February13, 2020,
further includes investments that do not result in control of a U.S.business by a foreign person but afford certain foreign investors
certain information or governance rights in a U.S.business that has a nexus to critical technologies, critical
infrastructure and/or sensitive personal data.
If a particular proposed initial business combination
with a U.S.business falls within CFIUSs jurisdiction, we may determine that we are required to make a mandatory filing or
that we will submit to CFIUS review on a voluntary basis, or to proceed with the transaction without submitting to CFIUS and risk CFIUS
intervention, before or after closing the transaction. CFIUS may decide to block or delay our proposed initial business combination, impose
conditions with respect to such initial business combination or request the President of the UnitedStates to order us to divest
all or a portion of the U.S.target business of our initial business combination that we acquired without first obtaining CFIUS approval,
which may limit the attractiveness of, delay or prevent us from pursuing certain target companies that we believe would otherwise be beneficial
to us and our shareholders. As a result, the pool of potential targets with which we could complete an initial business combination may
be limited and we may be adversely affected in terms of competing with other special purpose acquisition companies which do not have any
foreign ownership issues. In addition, certain federally licensed businesses may be subject to rules or regulations that limit foreign
ownership.
The process of government review, whether by CFIUS
or otherwise, could be lengthy. Because we have only a limited time to complete our initial business combination, our failure to obtain
any required approvals within the requisite time period may require us to liquidate. If we are unable to consummate our initial business
combination within the applicable time period required under our amended and restated memorandum and articles of association, including
as a result of extended regulatory review of a potential initial business combination, we will (i)cease all operations except for
the purpose of winding up, (ii)as promptly as reasonably possible but not more than tenbusinessdays thereafter (and
subject to lawfully available funds therefor), redeem the public shares, at a per-shareprice, payable in cash, equal to the aggregate
amount then on deposit in the trust account, including interest earned on the funds held in the trust account (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-outstandingpublic
shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive
further liquidating distributions, if any), subject to applicable law, and (iii)as promptly as reasonably possible following such
redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each
case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such
event, our shareholders will miss the opportunity to benefit from an investment in a target company and the appreciation in value of such
investment. Additionally, our warrants may be worthless.
**
**
24
**
*As the number of special purpose acquisition companies evaluating
targets increases, attractive targets may become scarcer and there may be more competition for attractive targets or such attractive targets
may not be interested to consummate a business combination with a SPAC due to a negative public perception of mergers involving SPACs.
This could increase the cost of our initial business combination and could even result in our inability to find a target or to consummate
an initial business combination.*
In recentyears, the number of special purpose
acquisition companies that have been formed has increased substantially. Many potential targets for special purpose acquisition companies
have already entered into an initial business combination, and there are still many special purpose acquisition companies preparing for
an initial public offering, as well as many such companies currently in registration. As a result, at times, fewer attractive targets
may be available to consummate an initial business combination.
In addition, because there are more special purpose
acquisition companies seeking to enter into an initial business combination with available targets, the competition for available targets
with attractive fundamentals or business models may increase, which could cause target companies to demand improved financial terms. Attractive
deals could also become scarcer for other reasons, such as economic or industry sector downturns (including a negative public perception
of mergers involving SPACs), geopolitical tensions, or increases in the cost of additional capital needed to close business combinations
or operate targets post-businesscombination. 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.
**
*Adverse developments affecting the financial services industry,
including events or concerns involving liquidity, defaults ornon-performanceby financial institutions, could adversely affect
our business, financial condition or results of operations, or our prospects.*
The funds in our operating account and our trust
account will initially be held in banks or other financial institutions and will be invested only in U.S.government treasury obligations
with a maturity of 185days or less or in money market funds meeting certain conditions under Rule2a-7under the Investment
Company Act which invest only in direct U.S.government treasury obligations; the holding of these assets in this form is intended
to be temporary and for the sole purpose of facilitating the intended business combination. To mitigate the risk that we might be deemed
to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the
trust account, we may, at any time (based on our management teams ongoing assessment of all factors related to our potential status
under the Investment Company Act) instruct the trustee to liquidate the investments held in the trust account and instead to hold the
funds in the trust account in cash or in an interest-bearingdemand deposit account at a bank. Our cash held in these accounts may
exceed any applicable Federal Deposit Insurance Corporation (FDIC) insurance limits. Should events, including limited liquidity,
defaults, non-performanceor other adverse developments occur with respect to the banks or other financial institutions that hold
our funds, or that affect financial institutions or the financial services industry generally, or concerns or rumors about any events
of these kinds or other similar risks, the value of the assets in our trust account could be impaired, which could have a material impact
on our operating results, liquidity, financial condition and prospects. For example, on March10, 2023, the FDIC announced that Silicon
Valley Bank had been closed by the California Department of Financial Protection and Innovation. We cannot guarantee that the banks or
other financial institutions that will hold our funds will not experience similar issues.
**
*If we seek shareholder approval of our initial business combination,
our sponsor, directors, officers, advisors or their affiliates may elect to enter into certain transactions, including purchasing shares
or public warrants from public shareholders or public warrantholders, which may influence the outcome of a vote on a proposed business
combination and reduce the public float of our ClassA ordinary shares.*
If we seek shareholder approval of our initial business
combination and we do not conduct redemptions in connection with our business combination pursuant to the tender offer rules, our sponsor,
directors, officers, advisors or their affiliates may purchase shares or public warrants or a combination thereof 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. There is no limit on the number of shares our sponsor, directors, officers, advisors or their affiliates
may purchase in such transactions, subject to compliance with applicable law and NYSE rules. Additionally, at any time at or prior to
our initial business combination, subject to all applicable laws (including with respect to material non-publicinformation), our
sponsor, directors, officers, advisors or 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, other than as expressly stated herein, 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
shares or public warrants in such transactions.
25
In the event that our sponsor, 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 vote such shares in favor of the business combination and thereby increase the
likelihood of obtaining shareholder approval of the business combination or to satisfy a closing condition in an agreement with a target
that requires us to have a minimum net worth or a certain amount of cash at the closing of the 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 warrantholders for approval in connection with our
initial business combination. Any such purchases of our securities may result in the completion of our business combination that may not
otherwise have been possible. Any such purchases will be reported pursuant to Section13 and Section16 of the ExchangeAct
to the extent the purchasers are subject to such reporting requirements.
In addition, if such purchases are made, the public
float of our ClassA ordinary shares or public warrants and the number of beneficial holders of our securities may
be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities
exchange. Additionally, in the event our sponsor, directors, executive officers, advisors or their affiliates were to purchase shares
or warrants from public shareholders, such purchases would be structured in compliance with the requirements of Rule14e-5under
the ExchangeAct including, in pertinent part, through adherence to the following:
|
| our registration statement/proxy statement filed for our
business combination transaction would disclose the possibility that our sponsor, directors, executive officers, advisors or any of their
affiliates may purchase shares or warrants from public shareholders outside the redemption process, along with the purpose of such purchases; |
|
|
| if our sponsor, directors, executive officers, advisors or
any of their affiliates were to purchase 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, directors, executive
officers, advisors or any of their affiliates would not be voted in favor of or against approving the business combination transaction; |
|
|
| our sponsor, directors, executive officers, advisors or any
of their affiliates would not possess any redemption rights with respect to our securities or, if they do acquire and possess redemption
rights, they would waive such rights; and |
|
|
| we would disclose in a Form8-K, before our security
holder meeting to approve the business combination transaction, the following material items: |
|
|
| the amount of our securities purchased outside of the redemption
offer by our sponsor, directors, executive officers, advisors or any of their affiliates, along with the purchase price; |
|
|
| the purpose of the purchases by our sponsor, directors, executive
officers, advisors or any of their affiliates; |
|
26
|
| the impact, if any, of the purchases by our sponsor, directors,
executive officers, advisors or any of their affiliates on the likelihood that the business combination transaction will be approved; |
|
|
| the identities of our security holders who sold to our sponsor,
directors, executive officers, advisors or any of 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, directors, executive officers, advisors or any of their affiliates;
and |
|
|
| the number of our securities for which we have received redemption
requests pursuant to our redemption offer. |
|
**
*Members of our management team and board of directors have significant
experience as founders, board members, officers, executives or employees of other companies. Certain of those persons have been, are currently,
or may become, involved in litigation, investigations or other proceedings, including related to those companies or otherwise. This may
have an adverse effect on us, which may impede our ability to consummate an initial business combination.*
During the course of their careers, members of our
management team and board of directors have had significant experience as founders, board members, officers, executives or employees of
other companies. Certain of those persons have been, are currently or may in the future become involved in litigation, investigations
or other proceedings, including relating to the business affairs of such companies, transactions entered into by such companies, or otherwise.
Any such litigation, investigations or other proceedings may divert the attention and resources of our management team and board of directors
away from identifying and selecting a target business or businesses for our initial business combination and may negatively affect our
reputation, which may impede our ability to complete an initial business combination.
**
*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 be required to comply with the proxy rules
or tender offer rules, as applicable, when conducting redemptions in connection with our business combination. Despite our compliance
with these rules, if a shareholder fails to receive our proxy solicitation materials or tender offer documents, as applicable, such shareholder
may not become aware of the opportunity to redeem its shares. In addition, the proxy solicitation 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 redeem or tender public shares. For example, we may require our
public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in street
name, to either tender their certificates to our transfer agent prior to the date set forth in the proxy solicitation materials
or tender offer documents mailed to such holders, or up to twobusiness days prior to the initially scheduled vote on the proposal
to approve the business combination (or any later date determined by our board of directors) in the event we distribute proxy materials,
or to deliver their shares to the transfer agent electronically. In the event that a shareholder fails to comply with these or any other
procedures, its shares may not be redeemed.
**
*If we seek shareholder approval of our initial business combination
and we do not conduct redemptions pursuant to the tender offer rules, and if you or a group of shareholders are deemed to
hold in excess of 15% of our ClassA ordinary shares, you will lose the ability to redeem all such shares in excess of 15% of our
ClassA ordinary shares.*
If we seek shareholder approval of our initial business
combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules,
our amended and restated memorandum and articles of association will provide that a public shareholder, together with any affiliate of
such shareholder or any other person with whom such shareholder is acting in concert or as a group (as defined under Section13
of the ExchangeAct), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold
in our Offering 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 the Excess Shares) for or against our business combination. Your
inability to redeem the Excess Shares will reduce your influence over our ability to complete our business combination and you could suffer
a material loss on your investment in us if you sell the Excess Shares in open market transactions. Additionally, you will not receive
redemption distributions with respect to the Excess Shares if we complete our 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.
**
**
27
**
*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 without value to the holder.*
We expect to encounter intense 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, including, without limitation, KingsRock and its Strategic
Partners and Senior Advisors, competing for the types of businesses we intend to acquire. Many of these individuals and entities are well-establishedand
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 greater technical, human and other resources or more local industry knowledge
than we do and our financial resources will be relatively limited when contrasted with those of many of these competitors.
While we believe there will be numerous target businesses
we could potentially acquire with the net proceeds of our Offering and the sale of the private placement units, our ability to compete
with respect to the acquisition of certain target businesses that are sizable will be limited by our available financial resources. Our
sponsor, any of its affiliates or any of their respective clients may make additional investments in us, although our sponsor and its
affiliates have no obligation or other duty to do so.
This inherent competitive limitation gives others
an advantage in pursuing the acquisition of certain target businesses. Furthermore, in the event we seek shareholder approval of our initial
business combination and we are obligated to pay cash for public shares that are redeemed, it will potentially 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
and completing a business combination. If we are unable to complete our initial business combination, our public shareholders may receive
only approximately $10.00 per share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire
worthless.
**
*If the net proceeds of our Offering and the sale of the private
placement units not being held in the trust account are insufficient, we may be unable to complete our initial business combination, in
which case our public shareholders may only receive $10.00 per share, or less than such amount in certain circumstances, and our warrants
will expire without value to the holder.*
The funds available to us outside of the trust account
may not be sufficient to allow us to operate for at least the next 24months, assuming that our initial business combination is not
completed during that time. We believe that, upon the closing of the Offering, the funds available to us outside of the trust account
will be sufficient to allow us to operate for at least the next 24months; 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 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 unable to complete our initial business combination, our public shareholders may receive only approximately $10.00 per share
on the liquidation of our trust account and our warrants will expire without value to the holder. In certain circumstances, our public
shareholders may receive less than $10.00 per share upon our liquidation.
**
**
28
**
*If the net proceeds of our Offering and the sale of the private
placement units not being held in the trust account are insufficient to allow us to operate for at least the next 24months, 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 for a business combination, to pay our taxes and to complete
our initial business combination. If we are unable to obtain these loans, we may be unable to complete our initial business combination.*
Of the net proceeds from our Offering and the sale
of the private placement units, only approximately $1,300,000 are available to us initially outside the trust account to fund our working
capital requirements. 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 we may be forced to liquidate. None of 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 units of the post business combination entity at a price of $10.00 per unit at the option of the lender. The units
and their underlying securities would be identical to the private placement units. Prior to the completion of our initial business combination,
we do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will
be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account. If we are
unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to cease
operations and 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 without value to the holder.
**
*Subsequent to our completion of our initial business combination,
we may be required to takewrite-downsorwrite-offs, restructuring and impairment or other charges that could have a significant
negative effect on our financial condition, results of operations and our share price, which could cause you to lose some or all of your
investment.*
Even if we conduct extensive due diligence on a
target business with which we combine, we cannot assure you that this diligence will identify all material issues in relation to 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.
There can be no assurance that extensive and customary
diligence will identify all material issues in relation to a particular business combination target or that it would be possible to uncover
all material issues through such diligence. As a result of these factors, we may be forced to later write-downor write-offassets,
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-cashitems 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-existingdebt held by
a target business or by virtue of our obtaining post-combinationdebt financing. Accordingly, any shareholders who choose to remain
shareholders following the business combination could suffer a reduction in the value of their securities. Such shareholders are unlikely
to have a remedy for such reduction in value.
**
*Changes in laws or regulations (including the adoption of policies
by governing administrations), or a failure to comply with any laws and regulations, may adversely affect our business, including our
ability to negotiate and complete our initial business combination, and results of operations.*
We are subject to laws and regulations enacted by
national, regional and local governments. These governing bodies may seek to change laws and regulations, as well as adopt new policies,
including tariffs and other economic policies, that could negatively impact us or a target business with which we seek to consummate an
initial business combination. We will also be required to comply with certain SEC and other legal requirements 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.
29
On January24, 2024, the SEC adopted a series
of new rules relating to SPACs (the SPAC Rules) requiring, among other items, (i)additional disclosures relating to
SPAC business combination transactions; (ii)additional disclosures relating to dilution and to conflicts of interest involving sponsors
and their affiliates in both SPAC initial public offerings and de-SPACtransactions; (iii)the use of projections by SPACs in
SEC filings in connection with proposed business combination transactions; and (iv)both the SPAC and the target companys
status as co-registrantson de-SPACregistration 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.
**
*Because we are not limited to a particular industry, sector or
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.*
We may complete a business combination with an operating
company in any industry or sector. However, we will not, under our amended and restated memorandum and articles of association, be permitted
to effectuate our business combination solely with another blank check company or similar company with nominal operations. Because we
have not yet selected or approached 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 business operations, results of operations, cash flows, liquidity, financial
condition or prospects. To the extent we complete our 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 revenues or earnings, we may be affected by the risks inherent in the business and operations of a financially unstable or a
development stage entity. Although our officers and directors will endeavor to evaluate the risks inherent in a particular target business,
we cannot assure you that we will properly ascertain or assess all of the significant risk factors or that we will have adequate time
to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce
the chances that those risks will adversely impact a target business. We also cannot assure you that an investment in our units will ultimately
prove to be more favorable to investors than a direct investment, if such opportunity were available, in a business combination target.
Accordingly, any shareholders who choose to remain shareholders following the business combination could suffer a reduction in the value
of their securities. Such shareholders are unlikely to have a remedy for such reduction in value.
**
*The requirement that the acquisition target(s)that we acquire
must collectively have a fair market value equal to at least 80% of the balance of the funds in the trust account (excluding the deferred
underwriting discounts and commissions and less any taxes payable on interest earned) at the time of the execution of a definitive agreement
for our initial business combination may limit the type and number of companies with which we may complete such a business combination.*
Pursuant to the NYSE listing rules, the target business
or businesses that we acquire must collectively have a fair market value equal to at least 80% of the balance of the funds in the trust
account (excluding the deferred underwriting discounts and commissions and less any taxes payable on interest earned) at the time of the
execution of a definitive agreement for our initial business combination. This restriction may limit the type and number of companies
with which we may complete an initial business combination. If we are unable to locate a target business or businesses that satisfy this
fair market value test, we may be forced to liquidate and you will only be entitled to receive your pro rata portion of the funds in the
trust account. The NYSE listing rules require that such initial business combination must be approved by a majority of the companys
independent directors.
**
**
30
**
*Although we have identified general criteria and guidelines that
we believe are important in evaluating prospective target businesses, we may enter into our initial business combination with a target
that does not meet such criteria and guidelines, and as a result, the target business with which we enter into our initial business combination
may not have attributes entirely consistent with our general criteria and guidelines.*
Although we have identified general criteria and
guidelines for evaluating prospective target businesses, it is possible that a target business with which we enter into our initial business
combination will not have all of these positive attributes. If we complete our initial business combination with a target that does not
meet some or all of these guidelines, such combination may not be as successful as a combination with a business that does meet all of
our general criteria and guidelines. In addition, if we announce a prospective business combination with a target that does not meet our
general criteria and guidelines, a greater number of shareholders may exercise their redemption rights, which may make it difficult for
us to meet any closing condition with a target business that requires us to have a minimum net worth or a certain amount of cash.
In addition, if shareholder approval of the transaction
is required by law, or we decide to obtain shareholder approval for business or other reasons, it may be more difficult for us to attain
shareholder approval of our initial business combination if the target business does not meet our general criteria and guidelines. If
we are unable to complete our initial business combination, our public shareholders may only receive their pro rata portion of the funds
in the trust account that are available for distribution to public shareholders, and our warrants will expire without value to the holder.
**
*We may seek business combination opportunities with an early
stage company, a financially unstable business or an entity lacking an established record of revenue or earnings, which could subject
us to volatile revenues, cash flows or earnings or difficulty in retaining key personnel.*
To the extent we complete our initial business combination
with an early stage company, a financially unstable business or an entity lacking an established record of revenues, cash flows or earnings,
we may be affected by numerous risks inherent in the operations of the business with which we combine. These risks include investing in
a business without a proven business model and with limited historical financial data, volatile revenues, cash flows or earnings and difficulties
in obtaining and retaining key personnel. Although our officers and directors will endeavor to evaluate the risks inherent in a particular
target business, we may not be able to properly ascertain or assess all of the significant risk factors and we may not 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 are not required to obtain an opinion from an independent
investment banking firm and consequently, you may have no assurance from an independent source that the price we are paying for the business
is fair to our company from a financial point of view.*
Unless we complete our business combination with
an affiliated entity, we are not required to obtain an opinion from an independent investment banking firm or another independent entity
that commonly renders valuation opinions that such initial business combination 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 solicitation
materials or tender offer documents, as applicable, related to our initial business combination. If our board of directors is not able
to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment
banking firm. However, our shareholders may not be provided with a copy of such opinion, nor will they be able to rely on such opinion.
**
*Transactions in connection with or in anticipation of our initial
business combination and our structure thereafter may not betax-efficientto our shareholders and warrantholders. As a result
of our business combination, our tax obligations may be more complex, burdensome and uncertain.*
Although we will attempt to structure transactions
in connection with our initial business combination in a tax-efficientmanner, tax structuring considerations are complex, the relevant
facts and law are uncertain and may change, and we may prioritize commercial and other considerations over tax considerations. For example,
in anticipation of or as a result of our initial business combination, we may enter into one or more transactions that require shareholders
and/or warrantholders to recognize gain or income for tax purposes or otherwise increase their tax burden without prior notice to or approval
from our shareholders and warrantholders. We do not intend to make any cash distributions to shareholders or warrantholders to pay taxes
in connection with our business combination or thereafter. Accordingly, a shareholder or a warrantholder may be required to satisfy any
liability resulting from any such transactions with cash from its own funds or by selling all or a portion of such holders shares
or public warrants.
31
Furthermore, we will likely effect a business combination
with a target company that has business operations outside of the Cayman Islands and, possibly, business operations in multiple jurisdictions,
and we may reincorporate in a different jurisdiction in connection therewith (including, but not limited to, the jurisdiction in which
the target company or business is located). For example, in anticipation of engaging in a business combination with certain target companies,
we may unilaterally convert into a U.S.company without notice pursuant to our amended and restated memorandum and articles, even
if such a business combination ultimately is not achieved. If we effect any such transaction, including such a conversion, 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 many jurisdictions, we may have a
heightened risk related to audits or examinations by taxing authorities. This additional complexity and risk could have an adverse effect
on our after-taxprofitability and financial condition. In addition, shareholders and warrantholders may be subject to additional
income, withholding or other taxes with respect to their ownership of us after any such transaction.
**
*We may issue notes or other debt securities, or otherwise incur
substantial debt, to complete a business combination, which may adversely affect our leverage and financial condition and thus negatively
impact the value of our shareholders investment in us.*
Although we have no commitments as of the date of
this Annual Report to issue any notes or other debt securities, or to otherwise incur outstanding debt following the Offering, we may
choose to incur substantial debt to complete our business combination. We 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; | |
|
| 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 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 ordinary shares if declared, to pay expenses, make capital expenditures and acquisitions and fund 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; | |
|
| limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements,
and execution of our strategy; and | |
|
| other disadvantages compared to our competitors who have less debt. | |
**
**
32
**
*We may only be able to complete one business combination with
the proceeds of our Offering and the sale of the private placement units, which will cause us to be solely dependent on a single business
which may have a limited number of products or services. This lack of diversification may negatively impact our operations and profitability.*
Of the net proceeds from our Offering and the sale
of the private placement units, up to $230.0million is available to complete our business combination and pay related fees and expenses
($9,200,000 for payment of deferred underwriting discounts and commissions). $1,300,000 will be held outside the trust account for business,
legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses.
We may effectuate our 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 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 risks.
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. In addition, we intend to focus our search for an initial business combination in 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 business combination.
**
*We may attempt to simultaneously complete business combinations
with multiple prospective targets, which may hinder our ability to complete our business combination and may give rise to increased costs
and risks that could negatively impact our operations and profitability.*
If we determine to simultaneously acquire several
businesses that are owned by different sellers, we will need for each of such sellers to agree that our purchase of its business is contingent
on the simultaneous closings of the other business combinations, which may make it more difficult for us, and delay our ability, to complete
our initial business combination. With multiple business combinations, we could also face additional risks, including additional burdens
and costs with respect to possible multiple negotiations and due diligence investigations (if there are multiple sellers) and the additional
risks associated with the subsequent assimilation of the operations and services or products of the acquired companies in a single operating
business. If we are unable to adequately address these risks, it could negatively impact our profitability and results of operations.
**
*We may attempt to complete our initial business combination with
a private company about which little information is available, which may result in a business combination with a company that is not as
profitable as we suspected, if at all.*
In pursuing our business combination strategy, we
may seek to effectuate our initial business combination with a privately held company. Very little public information generally exists
about private companies, and we could be required to make our decision on whether to pursue a potential initial business combination on
the basis of limited information, which may result in a business combination with a company that is not as profitable as we suspected,
if at all.
33
*In order to effectuate our initial business combination, we may
seek to amend our amended and restated memorandum and articles of association or other governing instruments in a manner that will make
it easier for us to complete our initial business combination but that our shareholders or warrantholders may not support.*
**
Amending our amended and restated memorandum and
articles of association will require at least a special resolution of our shareholders as a matter of Cayman Islands law, and amending
our warrant agreement will require a vote of holders of at least 50% of the public warrants. 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 (i)in a manner that would affect the
substance or timing of our obligation to redeem 100% of our public shares if we do not complete an initial business combination within
the completion window or (ii)with respect to any other provision relating to the rights of holders of ClassA ordinary shares
or pre-initialbusiness combination activity. To the extent any of such amendments would be deemed to fundamentally change the nature
of any of the securities offered through this registration statement, we would register, or seek an exemption from registration for, the
affected securities.
In order to effectuate a business combination, we
may amend various provisions of our amended and restated memorandum and articles of association and other governing instruments, including
the warrant agreement, the underwriting agreement relating to the Offering, the letter agreement among us and our sponsor, officers and
directors, and the registration rights agreement among us and our sponsor and Cohen. These agreements contain various provisions that
our public shareholders might deem to be material. While we do not expect our board to approve any amendment to any of these agreements
prior to our initial business combination, it may be possible that our board, in exercising its business judgment and subject to its fiduciary
duties, chooses to approve one or more amendments to any such agreement in connection with the consummation of our initial business combination.
Except in relation to certain provisions of the amended and restated memorandum and articles of association, any such amendments would
not require approval from our shareholders and may have an adverse effect on the value of an investment in our securities. We cannot assure
you that we will not seek to amend our amended and restated memorandum and articles of association or other governing instruments or change
our industry focus in order to effectuate our initial business combination.
*We may be unable to obtain additional financing to complete our
initial business combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon
a particular business combination. 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 without value to the holder.*
**
Although we believe that the net proceeds from our
Offering and the sale of the private placement units will be sufficient to allow us to complete our initial business combination, because
we have not yet selected any prospective target business, we cannot ascertain the capital requirements for any particular transaction.
If the net proceeds from our Offering and the sale of the private placement units prove to be insufficient, either because of the size
of our initial business combination, the depletion of the available net proceeds in search of a target business, the obligation to redeem
for cash a significant number of shares from shareholders who elect redemption in connection with our initial business combination or
the terms of negotiated transactions to purchase shares in connection with our initial business combination, we may be required to seek
additional financing or to abandon the proposed 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. 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
without value to the holder. In addition, even if we do not need additional financing to complete our 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 business combination.
34
*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 a proxy statement
with respect to a vote on a business combination meeting certain financial significance tests include target historical and/or pro forma
financial statement disclosure. We will include the same financial statement disclosure in connection with our tender offer documents,
whether or not they are required under the tender offer rules. These financial statements may be required to be prepared in accordance
with, or be reconciled to, accounting principles generally accepted in the UnitedStates of America, or U.S.GAAP, or international
financial reporting standards as issued by the International Accounting Standards Board, or IFRS, depending on the circumstances and the
historical financial statements may be required to be audited in accordance with the standards of the Public Company Accounting Oversight
Board (UnitedStates), or the PCAOB.These financial statement requirements may limit the pool of potential target businesses
we may acquire because some targets may be unable to provide such financial statements in time for us to disclose such financial statements
in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame.
*Redeeming shareholders may be unable to sell their securities
when they wish to in the event that the proposed business combination is not approved.*
We will require public shareholders who wish to
redeem their public shares in connection with any proposed business combination to comply with the delivery requirements discussed above
for redemption. If such proposed business combination is not consummated, we will promptly return such certificates to the tendering public
shareholders. Accordingly, investors who attempted to redeem their shares in such a circumstance will be unable to sell their securities
after the failed acquisition until we have returned their securities to them. The market price for our public shares may decline during
this time and you may not be able to sell your securities when you wish to, even while other shareholders that did not seek redemption
may be able to sell their securities.
*Other than amendments relating to the appointment or removal
of directors prior to our initial business combination (which would require the approval of a majority of at least 90% of our ordinary
shares voting at the applicable general meeting) and amendments relating to the companys continuation in a jurisdiction outside
the Cayman Islands (which would require the approval of our board of directors), the provisions of our amended and restated memorandum
and articles of association that relate to ourpre-businesscombination activity (and corresponding provisions of the agreement
governing the release of funds from our trust account) may be amended with the approval of holders of at leasttwo-thirdsof
our ordinary shares who attend and vote (in person or by proxy) at a general meeting, which is a lower amendment threshold than that of
some other blank check companies. It may be easier for us, therefore, to amend our amended and restated memorandum and articles of association
and the trust agreement 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 (other than amendments relating to the appointment or removal of directors prior to
our initial business combination, which would require the approval of a special resolution passed by a majority of at least 90% of our
ordinary shares voting at the applicable general meeting, and amendments relating to the companys continuation in a jurisdiction
outside the Cayman Islands, which would require the approval of our board of directors) related to pre-businesscombination activity
(including the requirement to deposit proceeds of our Offering 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) may be amended
if approved by a resolution passed by at least a two-thirdsmajority of the votes cast by such shareholders as, being entitled to
do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the company of which notice specifying the intention
to propose the resolution as a special resolution has been duly given. Corresponding provisions of the trust agreement governing the release
of funds from our trust account may be amended if approved by holders of at least two-thirdsof our ordinary shares who attend and
vote (in person or by proxy) in a general meeting. Our sponsor, which beneficially owns 25% of our ordinary shares after closing of our
Offering (not including the ClassA ordinary shares underlying the private placement units), will participate in any vote to amend
our amended and restated memorandum and articles of association and/or trust agreement and will have the discretion to vote in any manner
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-businesscombination behavior more easily than some other blank check companies, and this may increase our ability
to complete a business combination with which you do not agree. Our shareholders may seek to pursue remedies against us for any breach
of our amended and restated memorandum and articles of association.
35
Our sponsor, officers and directors have agreed
that they will not propose any amendment to our amended and restated memorandum and articles of association (i)in a manner that
would affect the substance or timing of our obligation to redeem 100% of our public shares if we do not complete an initial business combination
within the completion window or (ii)with respect to any other provision relating to the rights of holders of our ClassA ordinary
shares or pre-initialbusiness combination activity, unless we provide our public shareholders with the opportunity to redeem their
ClassA ordinary shares upon approval of any such amendment at a per-shareprice, payable in cash, equal to the aggregate amount
then on deposit in the trust account, including interest earned on the funds held in the trust account (which interest shall be net of
taxes payable), divided by the number of then-outstandingpublic shares. Our public shareholders are not parties to, or third-partybeneficiaries
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.
*After our initial business combination, it is possible that a
majority of our directors and officers will live outside the UnitedStates and all of our assets will be located outside the UnitedStates;
therefore, investors may not be able to enforce federal securities laws or their other legal rights.*
It is possible that after our initial business combination,
a majority of our directors and officers will reside outside of the UnitedStates and all of our assets will be located outside of
the UnitedStates. As a result, it may be difficult, or in some cases not possible, for investors in the UnitedStates to enforce
their legal rights, to effect service of process upon all of our directors or officers or to enforce judgments of UnitedStates courts
predicated upon civil liabilities and criminal penalties on our directors and officers under UnitedStates laws.
*Our letter agreement with our sponsor, officers and directors
may be amended without shareholder approval.*
Our letter agreement with our sponsor, officers
and directors contains provisions relating to transfer restrictions of our founder shares, private placement units and securities underlying
the private placement units, indemnification of the trust account, waiver of redemption rights and participation in liquidating distributions
from the trust account. The letter agreement may be amended without shareholder approval with our written consent as well as the written
consent of the sponsor and our directors and officers to the extent they are the subject of any change, amendment, modification or waiver
to the letter agreement. The written consent of Cohen as a representative of the underwriters (the Representative) will
also be required for an amendment of a provision of the letter agreement that subjects the sponsor and our directors and officers to certain
of the restrictions included in the underwriting agreement and pursuant to which the sponsor and our officers and directors agree that,
for a period of 180days from the date of our prospectus, they will not, without the prior written consent of the Representative,
offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, ClassA ordinary shares or any other securities
convertible into, or exercisable, or exchangeable for, ClassA ordinary shares. While we do not expect our board to approve any amendment
to the letter agreement prior to our initial business combination, it may be possible that our board, in exercising its business judgment
and subject to its fiduciary duties, chooses to approve one or more amendments to the letter agreement. Any such amendments to the letter
agreement would not require approval from our shareholders and may have an adverse effect on the value of an investment in our securities.
*Our current officers may not remain in their positions following
our business combination. We may have a limited ability to assess the management of a prospective target business and, as a result, may
complete our initial business combination with a target business whose management may not have the skills, qualifications or abilities
to manage a public company, which could, in turn, negatively impact the value of our shareholders investment in us.*
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-combinationbusiness may be negatively impacted.
36
*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 ourpost-combinationbusiness.*
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.
*If we are unable to consummate our initial business combination
within the completion window our public shareholders may be forced to wait beyond such time period before redemption from our trust account.*
If we are unable to consummate our initial business
combination within the completion window, we will distribute the aggregate amount then on deposit in the trust account (which interest
shall be net of taxes payable and less up to $100,000 of interest earned thereon to pay dissolution expenses), pro rata to our public
shareholders by way of redemption and cease all operations except for the purpose of winding up of our affairs, as further described herein.
Any redemption of public shareholders from the trust account shall be effected automatically by function of our amended and restated memorandum
and articles of association prior to any voluntary winding up. If we are required to wind up, liquidate the trust account and distribute
such amount therein, pro rata, to our shareholders as part of any liquidation process, such winding up, liquidation and distribution must
comply with the applicable provisions of the Companies Law. In that case, investors may be forced to wait beyond the initial 24months
before the redemption proceeds of our trust account become available to them and they receive the return of their pro rata portion of
the proceeds from our trust account. We have no obligation to return funds to investors prior to the date of our redemption or liquidation
unless we consummate our initial business combination prior thereto and only then in cases where investors have sought to redeem their
ordinary shares. Only upon our redemption or any liquidation will public shareholders be entitled to distributions if we are unable to
complete our initial business combination.
*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 without value to the
holder.*
We anticipate that the investigation of each specific
target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require
substantial management time and attention and substantial costs for accountants, attorneys, consultants and others. If we decide not to
complete a specific initial business combination, the costs incurred up to that point for the proposed transaction likely would not be
recoverable. Furthermore, if we reach an agreement relating to a specific target business, we may fail to complete our initial business
combination for any number of reasons including those beyond our control. Any such event will result in a loss to us of the related costs
incurred which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we are unable
to complete our initial business combination, our public shareholders may only receive their pro rata portion of the funds in the trust
account that are available for distribution to public shareholders, and our warrants will expire without value to the holder.
*If we pursue a target business with operations or opportunities
outside of the UnitedStates for our initial business combination, we may face additional burdens in connection with investigating,
agreeing to and completing such initial business combination, and if we effect such initial business combination, we would be subject
to a variety of additional risks that may negatively impact our operations.*
If we pursue a target company with operations or
opportunities outside of the UnitedStates for our initial business combination, we would be subject to risks associated with cross-borderbusiness
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.
37
If we effect our initial business combination with
such a company, we would be subject to special considerations or risks associated with companies operating in an international setting,
including any of the following:
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| higher costs and difficulties inherent in executing cross-bordertransactions,
managing cross-borderbusiness operations and complying with different commercial and legal requirements of overseas markets; |
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| rules and regulations regarding currency redemption; |
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| laws governing the manner in which future business combinations
may be effected; |
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| exchange listing and/or delisting requirements; |
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| tariffs and trade barriers; |
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| regulations related to customs and import/export matters; |
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| local or regional economic policies and market conditions; |
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| unexpected changes in regulatory requirements; |
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| longer payment cycles; |
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| tax issues, including complex withholding or other tax regimes
which may apply in connection with our business combination or to our structure following our business combination, variations in tax
laws as compared to the UnitedStates, and potential changes in the applicable tax laws in the UnitedStates and/or relevant
non-U.S.jurisdictions; |
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| currency fluctuations and exchange controls; |
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| rates of inflation; |
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| challenges in collecting accounts receivable; |
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| cultural and language differences; |
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| employment regulations; |
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| underdeveloped or unpredictable legal or regulatory systems; |
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| corruption; |
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| protection of intellectual property; |
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| social unrest, crime, strikes, riots and civil disturbances; |
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| regime changes and political upheaval; |
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| terrorist attacks, natural disasters and wars; |
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| deterioration of political relations with the UnitedStates;
and |
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| government appropriation of assets. |
|
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 combination,
our operations might suffer, either of which may adversely impact our business, financial condition and results of operations.
38
*If our management following our initial business combination
is unfamiliar with UnitedStates securities laws, they may have to expend time and resources becoming familiar with such laws, which
could lead to various regulatory issues.*
Following our initial business combination, our
management may resign from their positions as officers or directors of the company and the management of the target business at the time
of the business combination could remain in place. Management of the target business may not be familiar with UnitedStates securities
laws. If new management is unfamiliar with UnitedStates securities laws, they may have to expend time and resources becoming familiar
with such laws. This could be expensive and time-consumingand 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.
*Exchange rate fluctuations and currency policies may cause a
target businesss 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 non-U.S.regions
fluctuates and is 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.
*If we acquire anon-U.S.target, our results of operations
may be negatively impacted because of the costs and difficulties inherent in managingcross-borderbusiness operations.*
We may pursue a target company with operations or
opportunities outside of the UnitedStates for our initial business combination. Managing a business, operations, personnel or assets
in another country is challenging and costly. Any management that we may have (whether based abroad or in the U.S.) may be inexperienced
in cross- border business practices and unaware of significant differences in accounting rules, legal regimes and labor practices. Even
with a seasoned and experienced management team, the costs and difficulties inherent in managing cross-borderbusiness operations,
personnel and assets can be significant (and much higher than in a purely domestic business) and may negatively impact our financial and
operational performance.
*If social unrest, acts of terrorism, regime changes, changes
in laws and regulations, political upheaval or policy changes or enactments occur in a country in which we may operate after we effect
our initial business combination, it may result in a negative impact on our business.*
In the event we acquire a non-U.S.target,
political events in another country may significantly affect our business, assets or operations. Social unrest, acts of terrorism, regime
changes, changes in laws and regulations, political upheaval, and policy changes or enactments could negatively impact our business in
a particular country.
39
*Many countries have difficult and unpredictable legal systems
and underdeveloped laws and regulations that are unclear and subject to corruption and inexperience, which may adversely impact our results
of operations and financial condition.*
In the event we acquire a non-U.S.target,
our ability to seek and enforce legal protections, including with respect to intellectual property and other property rights, or to defend
ourselves with regard to legal actions taken against us in a given country, may be difficult or impossible, which could adversely impact
our operations, assets or financial condition.
Rules and regulations in many countries are often
ambiguous or open to differing interpretation by responsible individuals and agencies at the municipal, state, regional and federal levels.
The attitudes and actions of such individuals and agencies are often difficult to predict and inconsistent.
Delay with respect to the enforcement of particular
rules and regulations, including those relating to customs, tax, environmental and labor, could cause serious disruption to operations
abroad and negatively impact our results.
*Because foreign law could govern almost all of our material agreements,
we may not be able to enforce our rights within such jurisdiction or elsewhere, which could result in a significant loss of business,
business opportunities or capital.*
In the event we acquire a non-U.S.target,
foreign law could govern almost all of our material agreements. The target business may not be able to enforce any of its material agreements
or enforce remedies for breaches of those agreements outside of such foreign jurisdictions legal system. The system of laws and
the enforcement of existing laws and contracts in such jurisdiction may not be as certain in implementation and interpretation as in the
UnitedStates. As a result, the inability to enforce or obtain a remedy under any of our future agreements could result in a significant
loss of business and business opportunities.
*We may reincorporate in another jurisdiction in connection with
our initial business combination, and the laws of such jurisdiction may govern some or all of our future material agreements and we may
not be able to enforce our legal rights.*
In connection with our initial business combination,
we may relocate the home jurisdiction of our business from the Cayman Islands to another jurisdiction. If we determine to do this, the
laws of such jurisdiction may govern some or all of our future material agreements. The system of laws and the enforcement of existing
laws in such jurisdiction may not be as certain in implementation and interpretation as in the UnitedStates. The inability to enforce
or obtain a remedy under any of our future agreements could result in a significant loss of business, business opportunities or capital.
*Our amended and restated memorandum and articles of association
require the affirmative vote of a majority of our board of directors, which must include a majority of our independent directors and each
of thenon-independentdirectors nominated by our sponsor, to approve our initial business combination, which may have the effect
of delaying or preventing a business combination that our public shareholders would consider favorable.*
Our amended and restated memorandum and articles
of association require the affirmative vote of a majority of our board of directors, which must include a majority of our independent
directors and each of the non-independentdirectors nominated by our sponsor, to approve our initial business combination. Accordingly,
it is unlikely that we will be able to enter into an initial business combination unless our sponsors members find the target and
the business combination attractive. This may make it more difficult for us to approve and enter into an initial business combination
than other blank check companies and could result in us not pursuing an acquisition target or other board or corporate action that our
public shareholders would find favorable.
Risks Relating to our Securities
*The securities in which we invest the funds held in the trust
account could bear a negative rate of interest, which could reduce the value of the assets held in trust such that theper-shareredemption
amount received by public shareholders may be less than $10.00 per share.*
The proceeds held in the trust account have been
invested only in U.S.government treasury obligations with a maturity of 185days or less or in money market funds meeting certain
conditions under Rule2a-7under the Investment Company Act, which invest only in direct U.S.government treasury obligations.
While short-termU.S.government treasury obligations currently yield a positive rate of interest, they have briefly yielded
negative interest rates in recentyears. Central banks in Europe and Japan pursued interest rates below zero in recentyears,
and the Open Market Committee of the Federal Reserve has not ruled out the possibility that it may in the future adopt similar policies
in the UnitedStates. In the event that we are unable to complete our initial business combination or make certain amendments to
our amended and restated memorandum and articles of association, our public shareholders are entitled to receive their pro-ratashare
of the proceeds held in the trust account, plus any interest income, net of taxes paid or payable (less, in the case we are unable to
complete our initial business combination, $100,000 of interest). Negative interest rates could reduce the value of the assets held in
trust such that the per-shareredemption amount received by public shareholders may be less than $10.00 per share.
40
*We may issue our shares to investors in connection with our initial
business combination at a price which is less than the prevailing market price of our shares at that time.*
In connection with our initial business combination,
we may issue shares to investors in private placement transactions (so-calledPIPE transactions) at a price of $10.00 per share or
less, or at a price which approximates the per-shareamounts in our trust account at such time. The purpose of such issuances will
be to enable us to provide sufficient liquidity to the post-businesscombination entity. The price of the shares we issue may therefore
be less, and potentially significantly less, than the market price for our shares at such time. Such agreements are intended to ensure
a return on investment in a PIPE transaction to the investor in return for funds facilitating the sponsors completion of the business
combination or providing sufficient liquidity.
*If we issue new shares to investors in connection with our initial
business combination at a price which is less than the prevailing market price of our shares at that time, you will not have certain warrant
exercise price protections that other blank check companies provide.*
Many blank check companies have provisions in their
warrant agreements which facilitate the downward adjustment of the warrant exercise price if they issue securities below a certain threshold
amount, generally $9.20per share, subject to certain additional conditions including that the amount sold at such price be a certain
percentage of the total amount raised in connection with the initial business combination and that the volume weighted average price per
share for a certain time period following the initial business combination be below a certain price. We do not have such a provision in
our warrant agreement. As a result, to the extent we choose to issue any such shares upon the consummation of our initial business combination
at a value materially less than the $10.00 per unit at which we are offering them under the prospectus of which our registration statement
formed a part, there would be no adjustment to your warrant exercise price (aside from typical anti-dilutionadjustments that may
be applicable), which adjustment would typically be 115% of the lower share price. This increases the risk that you may be unable to profitably
exercise your warrants for our ClassA ordinary shares, as the warrant exercise price will remain higher than it would have otherwise,
and your investment in us will be at greater risk of generating a loss.
*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)the redemption of any public shares properly submitted in connection
with our completion of an initial business combination (including the release of funds to pay any amounts due to any public shareholders
who properly exercise their redemption rights in connection therewith), (ii)the redemption of any public shares properly submitted
in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A)in
a manner that would affect the substance or timing of our obligation to redeem 100% of our public shares if we do not complete an initial
business combination within the completion window or (B)with respect to any other provision relating to the rights of holders of
our ClassA ordinary shares or pre-initialbusiness combination activity, or (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 any limitations
(including but not limited to cash requirements) created by the terms of the proposed business combination. 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.
41
*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.
*We do not currently intend to 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.*
We do not currently intend to hold an annual general
meeting until after we consummate a business combination (unless required by NYSE). There is no requirement under the Companies Law 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 appointed in each year and each class (except for those directors elected prior
to our first annual general meeting) serving a three-yearterm. In addition, as holders of our ClassA ordinary shares, our
public shareholders will not have the right to vote on the appointment or removal of directors or continuing the company in a jurisdiction
outside the Cayman Islands until after the consummation of our initial business combination.
*NYSE may delist our securities from trading on its exchange,
which could limit investors ability to make transactions in our securities and subject us to additional trading restrictions.*
In order to continue listing our securities on NYSE
prior to our initial business combination, we must maintain certain financial, distribution and share price levels. Generally, we must
maintain an average global market capitalization and a minimum number of holders of our securities (generally 300round lot holders).
Additionally, in connection with our initial business combination, we will be required to demonstrate compliance with NYSEs initial
listing requirements, which are more rigorous than NYSEs continued listing requirements, in order to continue to maintain the listing
of our securities on NYSE. For instance, our share price would generally be required to be at least $4.00 per share, the market value
of our listed securities would be required to be at least $100,000,000, the market value of our unrestricted publicly held shares would
be required to be at least $80,000,000 and we would be required to have a minimum of 300 round lot holders of our securities. We cannot
assure you that we will be able to meet those initial listing requirements at that time.
If NYSE delists any of our securities from trading
on its exchange and we are not able to list such securities on another national securities exchange, we expect such securities could be
quoted on an over-the-countermarket. If this were to occur, we could face significant material adverse consequences, including:
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| a limited availability of market quotations for our securities; |
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| reduced liquidity for our securities; |
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| a determination that our ClassA ordinary shares are a
penny stock which will require brokers trading in our ClassA ordinary shares to adhere to more stringent rules and
possibly result in a reduced level of trading activity in the secondary trading market for our securities; |
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| a limited amount of news and analyst coverage; and |
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42
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| a decreased ability to issue additional securities or obtain
additional financing in the future. |
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The National Securities Markets Improvement Actof1996,
which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as covered
securities. Because our units, ClassA ordinary shares and warrants are listed on NYSE, our units, ClassA ordinary shares
and warrants are covered securities. 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.
Certain state securities regulators view blank check
companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies
in their states. Further, if we were no longer listed on NYSE, our securities would not be covered securities and we would be subject
to regulation in each state in which we offer our securities, including in connection with our initial business combination.
*You will not be entitled to protections normally afforded to
investors of many other blank check companies.*
Since the net proceeds from our Offering and the
sale of the private placement units are intended to be used to complete an initial business combination with a target business that has
not been selected, we may be deemed to be a blank check company under the UnitedStates securities laws. However, we
are exempt from rules promulgated by the SEC to protect investors in blank check companies, such as Rule419. Accordingly, investors
will not be afforded the benefits or protections of those rules. Among other things, this means our units will be immediately tradable
and we have a longer period of time to complete our initial business combination than do companies subject to Rule419.
*Since only holders of our ClassB ordinary shares will have
the right to vote on the appointment of directors, upon the listing of our shares on NYSE, NYSE will consider us to be a controlled
company within the meaning of NYSE rules and, as a result, we may qualify for exemptions from certain corporate governance requirements.*
Prior to the consummation of a business combination,
only holders of our ClassB ordinary shares will have the right to vote on the appointment of directors. As a result, NYSE will consider
us to be a controlled company within the meaning of NYSE corporate governance standards. Under NYSE corporate governance
standards, a company of which more than 50% of the voting power for the appointment of directors is held by an individual, group or another
company is a controlled company and may elect not to comply with certain corporate governance requirements, including the
requirements that:
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| we have a board that includes a majority of independent
directors, as defined under the rules of NYSE; and |
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| we have a compensation committee of our board that is comprised
entirely of independent directors with a written charter addressing the committees purpose and responsibilities. |
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We currently do not intend to rely on the controlled
company exemption, but may do so in the future. Accordingly, if we choose to do so, you will not have the same protections afforded
to shareholders of companies that are subject to all of the NYSE corporate governance requirements.
*If third parties bring claims against us, the proceeds held in
the trust account could be reduced and theper-shareredemption amount received by shareholders may be less than $10.00 per
share.*
Our placing of funds in the trust account may not
protect those funds from third-partyclaims against us. Although we will seek to have all vendors, service providers (other than
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 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 perform an analysis of the alternatives available to
it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third partys
engagement would be significantly more beneficial to us than any alternative. Making such a request of potential target businesses may
make our acquisition proposal less attractive to them and, to the extent prospective target businesses refuse to execute such a waiver,
it may limit the field of potential target businesses that we might pursue.
43
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 we are unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will
agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with
us and will not seek recourse against the trust account for any reason. Upon redemption of our public shares, if we are unable to complete
our initial business combination within the completion window, or upon the exercise of a redemption right in connection with our business
combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within
the 10years following redemption. Accordingly, the per-shareredemption amount received by public shareholders could be less
than the $10.00 per public share initially held in the trust account, due to claims of such creditors. Pursuant to the letter agreement,
the form of which is filed as an exhibit to the registration statement of which our prospectus forms a part, our sponsor has agreed that
it will be liable to us if and to the extent any claims by a third party (other than our independent public accounting firm) for services
rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality
or other similar agreement or business combination agreement, 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, in each case net of taxes payable, provided
that such liability will not apply to any claims by a third party that 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
Offering against certain liabilities, including liabilities under the Securities Act. However, we have not asked our sponsor to reserve
for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity
obligations and we believe that our sponsors only assets are securities of our company. Therefore, we cannot assure you that our
sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the trust account,
the funds available for our initial business combination and redemptions could be reduced to less than $10.00 per public share. In such
event, we may not be able to complete our initial business combination, and you would receive such lesser amount per share in connection
with any redemption of your public shares. None of our officers or directors will indemnify us for claims by third parties including,
without limitation, claims by vendors and prospective target businesses.
*Our directors may decide not to enforce the indemnification obligations
of our sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to our public shareholders.*
In the event that the proceeds in the trust account
are reduced below the lesser of (i)$10.00 per public share and (ii)the actual amount per public share held in the trust account
as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value of the trust assets,
in each case net of permitted withdrawals, 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 where relevant 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 winding up petition or a winding up petition is filed against us that is not dismissed, a liquidator
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 potentially 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 winding up petition or a 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 insolvency laws as a voidable
preference or a fraudulent conveyance, preference or disposition. As a result, a liquidator or a bankruptcy or other
court could seek to challenge the transaction and recover some or all amounts received by our shareholders. In addition, our board of
directors may be viewed as having breached its fiduciary duty to us or our creditors and/or having acted in bad faith, thereby exposing
itself and us to claims of punitive damages, by paying public shareholders from the trust account prior to addressing the claims of creditors.
44
*If, before distributing the proceeds in the trust account to
our public shareholders, we file a winding up petition or a 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 theper-shareamount 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 winding up petition or a 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 liquidation
or bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any liquidation
or bankruptcy claims deplete the trust account, the per-shareamount that would otherwise be received by our shareholders in connection
with our liquidation may be reduced.
*Holders of ClassA ordinary shares will not be entitled
to vote on any appointment of directors we hold prior to the completion of our initial business combination and will also not be able
to vote on our continuation in a jurisdiction outside the Cayman Islands prior to our initial business combination.*
Prior to the completion of our initial business
combination, only holders of our founder shares and private shares will have the right to vote on the appointment of directors. Holders
of our public shares will not be entitled to vote on the election of directors during such time. Accordingly, you may not have any say
in the management of our company prior to the consummation of an initial business combination.
Further, prior to the closing of our initial business
combination, our amended and restated memorandum and articles of association will provide that amendments relating to the companys
continuation in a jurisdiction outside the Cayman Islands, including the adoption of the organizational documents for such jurisdiction,
would require the approval of our board of directors without the vote of any holders of our ClassA ordinary shares and ClassB
ordinary shares.
The provisions of our amended and restated memorandum
and articles of association governing the appointment of directors prior to our initial business combination and our continuation in a
jurisdiction outside the Cayman Islands prior to our initial business combination may only be amended by a special resolution passed by
holders representing at least two-thirdsof our outstanding ClassB ordinary shares.
*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 (including the adoption of policies by governing administrations), or a failure to comply with any laws and regulations,
may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations.*,
the SEC s 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.
45
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:
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| restrictions on the nature of our investments; and |
|
|
| restrictions on the issuance of securities, each of which may
make it difficult for us to complete our initial business combination. |
|
We may also have imposed upon us burdensome requirements,
including:
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| registration as an investment company; |
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|
| 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. We are mindful of the SECs investment company definition and guidance and intend to
identify and complete an initial business combination with an operating business, and not with an investment company, or to acquire minority
interests in other businesses exceeding the permitted threshold. We do not believe that our anticipated activities will subject us to
the Investment Company Act. To this end, the proceeds held in the trust account will initially be invested only in U.S.government
treasury obligations with a maturity of 185days or less or in money market funds meeting certain conditions under Rule2a-7under
the Investment Company Act which invest only in direct U.S.government treasury obligations; the holding of these assets in this
form is intended to be temporary and for the sole purpose of facilitating the intended business combination. To mitigate the risk that
we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold
investments in the trust account, we may, at any time, instruct the trustee to liquidate the investments held in the trust account and
instead to hold the funds in the trust account in cash or in an interest bearing demand deposit account at a bank. However, even if the
assets in our trust account are U.S.Government securities or shares of money market funds registered under the Investment Company
Act and regulated pursuant to Rule2a-7of that Act, we could nevertheless and at any time be considered to be operating as
an unregistered investment company. If we are found to be operating as an unregistered investment company, we may be required to change
our operations, wind down our operations, or register as an investment company. If we are required to wind down our operations as a result
of this status, and are unable to complete our initial business combination, our public shareholders may receive only approximately $10.00
per share on the liquidation of our trust account and our warrants will expire worthless, and our public shareholders would also lose
the possibility of an investment opportunity in a target company as well as any potential price appreciation in the combined company following
a business combination.
Pursuant to the trust agreement, the trustee is
not permitted to invest in securities or assets other than as described above. By restricting the investment of the proceeds to these
instruments, and by having a business plan targeted at acquiring and growing businesses for the long term (rather than on buying and selling
businesses in the manner of a merchant bank or private equity fund), we intend to avoid being deemed an investment company
within the meaning of the Investment Company Act. The trust account is intended solely as a temporary depository for funds pending the
earliest to occur of: (i)the completion of our initial business combination; (ii)the redemption of any public shares properly
submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A)in a
manner that would affect the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial
business combination within the completion window; or (B)with respect to any other provision relating to the rights of holders of
our ClassA ordinary shares or pre-initialbusiness combination activity; or (iii)absent an initial business combination
within the completion window, from the closing of the Offering, 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 Section3(a)(1)(A)of
the Investment Company Act, even if the funds deposited in the trust account were invested in the assets discussed above, such assets,
other than cash, are securities for purposes of the Investment Company Act and, therefore, there is a risk that we could
be deemed an investment company and subject to the Investment Company Act.
46
We are aware of litigation claiming that certain
SPACs should be considered to be investment companies. Although we believe that these claims were without merit, we cannot guarantee that
we will not be deemed to be an investment company and thus subject to the Investment Company Act. In the adopting release for the 2024
SPAC Rules (as defined below), the SEC provided guidance that a SPACs potential status as an investment company depends
on a variety of factors, such as a SPACs duration, asset composition, business purpose and activities and is a question
of facts and circumstances requiring individualized analysis. If we were deemed to be subject to the Investment Company Act, compliance
with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability
to complete an initial business combination or may result in our winding down our operations and our liquidation. If we are unable to
complete our initial business combination, our public shareholders may receive only approximately $10.00 per share on the liquidation
of our trust account and our warrants will expire worthless, and our public shareholders would also lose the possibility of an investment
opportunity in a target company as well as any potential price appreciation in the combined company following a business combination.
*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 and to imprisonment in the Cayman Islands or both.
*You will not be permitted to exercise your warrants unless we
register and qualify the issuance of the underlying ClassA ordinary shares or certain exemptions are available.*
We are not registering the issuance of ClassA
ordinary shares that are issuable upon exercise of the warrants because the warrants will not become exercisable until the later of (a)30days
after the completion of our initial business combination, or (b)12months from the closing of the Offering. However, following
the consummation of the initial business combination, under the terms of the warrant agreement, we have agreed that as soon as practicable,
but in no event later than 15business days, after the closing of the initial business combination, we will use our commercially
reasonable efforts to file with the SEC a registration statement for the registration under the Securities Actofthe warrant
shares and thereafter use our commercially reasonable efforts to cause the registration statement to become effective and to maintain
the effectiveness of such registration statement until the expiration or redemption 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. No warrants will be exercisable for cash unless we have
an effective and current registration statement covering the issuance of the warrant shares and a current prospectus relating thereto.
Notwithstanding the above, if our ClassA ordinary shares are at the time of any exercise of a warrant not listed on a national securities
exchange such that they satisfy the definition of a covered security under Section18(b)(1)of the Securities
Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a cashless basis
in accordance with Section3(a)(9)of the Securities Act and, in the event we so elect, we will not be required to file or maintain
in effect a registration statement. We will be required to use our commercially reasonable efforts to register or qualify the shares under
applicable blue sky laws to the extent an exemption is not available. To exercise warrants on a cashless basis, each holder would pay
the exercise price by surrendering the warrants in exchange for a number of ClassA ordinary shares equal to the quotient obtained
by dividing (x)the product of (i)the number of ClassA ordinary shares underlying the warrants, and (ii)the excess
of the fair market value (defined below) over the exercise price of the warrants by (y)such fair market value. Solely
for purposes of the preceding sentence, fair market value shall mean the 10-dayaverage trading price as of the date
on which the notice of exercise is received by the warrant agent. In no event will we be required to net cash settle any warrant, or issue
securities or other compensation in exchange for the warrants in the event that we are unable to register or qualify the issuance of such
shares under the Securities Act or applicable state securities laws, and there is no exemption available. If the issuance of the shares
upon exercise of the warrants is not so registered or qualified or exempt from registration or qualification, the holder of such warrant
shall not be entitled to exercise such warrant and such warrant may have no value and expire without value to the holder. In such event,
holders who acquired their warrants as part of a purchase of units will have paid the full unit purchase price solely for the ClassA
ordinary shares included in the units. If and when the public warrants become redeemable by us, we may exercise our redemption right even
if we are unable to register or qualify the issuance of any underlying ClassA ordinary shares for sale under all applicable state
securities laws.
47
*The grant of registration rights to our sponsor and Cohen may
make it more difficult to complete our initial business combination, and the future exercise of such rights may adversely affect the market
price of our ClassA ordinary shares.*
Pursuant to an agreement entered into concurrently
with the issuance and sale of the securities in our Offering, we have agreed with our sponsor and Cohen to register the ClassA ordinary
shares into which founder shares are convertible, the private placement units, the private placement shares, the private placement warrants
and the ClassA ordinary shares issuable upon exercise of the private placement warrants, any ClassA ordinary shares held upon
the completion of our Offering or acquired prior to or in connection with our initial business combination and units (and their underlying
securities) that may be issued upon conversion of working capital loans or the ClassA ordinary shares issuable upon exercise of
such warrants. Assuming the founder shares convert on a one for one basis, that no units are issued upon conversion of working capital
loans and that our sponsor and Cohen do not hold any ClassA ordinary shares other than the private placement shares at the completion
of our Offering and do not acquire any shares prior to or in connection with our initial business combination, an aggregate of 8,326,667
ClassA ordinary shares and 219,999warrants are subject to registration under these agreements.
We will bear the cost of registering these securities.
The registration and availability of such a significant number of securities for trading in the public market may have an adverse effect
on the market price of our ClassA ordinary shares. In addition, the existence of the registration rights may make our initial business
combination more costly or difficult to conclude. This is because the shareholders of the target business may increase the equity stake
they seek in the combined entity or ask for more cash consideration to offset the negative impact on the market price of our ClassA
ordinary shares that is expected when the securities owned by our sponsor or its permitted transferees are registered.
*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 thethen-outstandingpublic warrants.
As a result, the exercise price of your warrants could be increased, the warrant could be converted into cash or shares (at a ratio different
than initially provided), the exercise period could be shortened and the number of our ClassA ordinary shares purchasable upon exercise
of a warrant could be decreased, all without your approval.*
Our warrants have been 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-outstandingpublic 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-outstandingpublic 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-outstandingpublic warrants
is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, convert
the warrants into cash or shares (at a ratio different than initially provided), shorten the exercise period or decrease the number of
our ClassA ordinary shares purchasable upon exercise of a warrant.
*We may redeem your unexpired warrants prior to their exercise
at a time that is disadvantageous to you, thereby making your warrants without value to the holder.*
We have the ability to redeem the outstanding public
warrants beginning once the warrants become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that
the last reported sale price of our ClassA ordinary shares equals or exceeds $18.00 per share (as adjusted for share subdivisions,
share dividends, reorganizations, recapitalizations and the like) for any 20trading days within a 30trading day period ending
on the thirdtrading day prior to the date on which we give proper notice of such redemption and provided certain other conditions
are met. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify
the issuance of any underlying securities for sale under all applicable state securities laws. As a result, we may redeem the warrants
as set forth above even if the holders are otherwise unable to exercise the warrants. Redemption of the outstanding warrants could force
you (i)to exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so,
(ii)to sell your warrants at the then-currentmarket price when you might otherwise wish to hold your warrants or (iii)to
accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially
less than the market value of your warrants.
None of the private placement warrants will be redeemable
by us.
48
*Our warrants and founder shares may have an adverse effect on
the market price of our ClassA ordinary shares and make it more difficult to effectuate our business combination.*
We issued warrants to purchase 7,666,666 ClassA
ordinary shares as part of our Offering and, simultaneously with the closing of our Offering, we issued in a private placement an aggregate
of 660,000 private placement units, each unit containing one private placement share and one-thirdof one private placement warrant,
each warrant exercisable to purchase one ClassA ordinary share at $11.50 per share. Our sponsor currently owns an aggregate of 7,666,667
founder shares.
The founder shares are convertible into ClassA
ordinary shares on a one-for-onebasis, subject to adjustment for share subdivisions, share dividends, reorganizations, recapitalizations
and the like and subject to further adjustment as set forth herein. In addition, if our sponsor makes any working capital loans, it may
convert those loans into up to an additional 150,000 private placement units, at the price of $10.00 per unit. To the extent we issue
ClassA ordinary shares to effectuate a business combination, the potential for the issuance of a substantial number of additional
ClassA ordinary shares upon exercise of these warrants could make us a less attractive acquisition vehicle to a target business.
Any such issuance will increase the number of issued and outstanding ClassA ordinary shares and reduce the value of the ClassA
ordinary shares issued to complete the business combination. Therefore, our warrants and founder shares may make it more difficult to
effectuate a business combination or increase the cost of acquiring the target business.
*Because each unit containsone-thirdof one warrant
and only a whole warrant may be exercised, the units may be worth less than units of other blank check companies.*
Each unit contains one-thirdof one warrant.
Pursuant to the warrant agreement, no fractional warrants were issued upon separation of the units, and only whole warrants will trade.
This is different from other offerings similar to ours whose units include ClassA ordinary shares 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-thirdof 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 business combination for
target businesses. Nevertheless, this unit structure may cause our units to be worth less than if they included a warrant to purchase
one whole share.
*Our warrant agreement designates the courts of the State of NewYork
or the UnitedStates District Court for the Southern District of NewYork as the sole and exclusive forum for certain types
of actions and proceedings that may be initiated by holders of our warrants, which could limit the ability of warrantholders to obtain
a favorable judicial forum for disputes with our company.*
Our warrant agreement provides that, subject to
applicable law, (i)any action, proceeding or claim against us arising out of or relating in any way to the warrant agreement, including
under the Securities Act, will be brought and enforced in the courts of the State of NewYork or the UnitedStates District
Court for the Southern District of NewYork, and (ii)that we irrevocably submit to such jurisdiction, which jurisdiction shall
be the exclusive forum for any such action, proceeding or claim. We will waive any objection to such exclusive jurisdiction and that such
courts represent an inconvenient forum. We note, however, that there is uncertainty as to whether a court would enforce this provision
and that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. Section22
of the Securities Act creates concurrent jurisdiction for state and federal courts over all suits brought to enforce any duty or liability
created by the Securities Act or the rules and regulations thereunder.
Notwithstanding the foregoing, these provisions
of the public warrant agreement will not apply to suits brought to enforce any liability or duty created by the ExchangeAct or any
other claim for which the federal district courts of the UnitedStates of America are the sole and exclusive forum. Any person or
entity purchasing or otherwise acquiring any interest in any of our public warrants shall be deemed to have notice of and to have consented
to the forum provisions in our public warrant agreement. If any action, the subject matter of which is within the scope of the forum provisions
of the public warrant agreement is filed in a court other than a court of the State of NewYork located in the County of NewYork
or the UnitedStates District Court for the Southern District of NewYork (a foreign action) in the name of any
holder of our public warrants, such holder shall be deemed to have consented to: (x)the personal jurisdiction of the state and federal
courts located in the State of NewYork in connection with any action brought in any such court to enforce the forum provisions,
and (y)having service of process made upon such warrantholder in any such action brought in such court to enforce the forum provisions
by service upon such warrantholders counsel in the foreign action as agent for such warrantholder.
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This choice-of-forumprovision may limit a
warrantholders ability to bring a claim in a judicial forum that it finds favorable for disputes with our company, which may discourage
such lawsuits. Warrantholders who are unable to bring their claims in the judicial forum of their choosing may be required to incur additional
costs in pursuit of actions which are subject to our choice-of-forumprovisions. Alternatively, if a court were to find this provision
of our public 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.
*The determination of the offering price of our units and the
size of our Offering is more arbitrary than the pricing of securities and size of an offering of an operating company in a particular
industry. You may have less assurance, therefore, that the offering price of our units properly reflects the value of such units than
you would have in a typical offering of an operating company.*
Prior to our Offering there was no public market
for any of our securities. The public offering price of the units and the terms of the warrants were negotiated between us and the underwriters.
In determining the size of the Offering, management held customary organizational meetings with representatives of the underwriters with
respect to the state of capital markets, generally, and the amount the underwriters believed it reasonably could raise on our behalf.
Factors considered in determining the size of the Offering, prices and terms of the units, including the ClassA ordinary shares
and warrants underlying the units, include:
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| the history and prospects of companies whose principal business
is the acquisition of other companies; |
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| prior offerings of those companies; |
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| our prospects for acquiring an operating business at attractive
values; |
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| a review of debt to equity ratios in leveraged transactions; |
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| our capital structure; |
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| an assessment of our management and their experience in identifying
operating companies; |
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| general conditions of the securities markets at the time of
the Offering; and |
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| other factors as were deemed relevant. |
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Although these factors were considered, the determination
of our offering price is more arbitrary than the pricing of securities of an operating company in a particular industry since we have
no historical operations or financial results.
*We do not have a specified maximum redemption threshold. The
absence of such a redemption threshold may make it possible for us to complete a 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. As a result, we may be able to complete our 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 business combination
pursuant to the tender offer rules, have entered into privately negotiated agreements to sell their shares to our sponsor, officers, directors,
advisors or any of their affiliates. In the event the aggregate cash consideration we would be required to pay for all ClassA ordinary
shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed
business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any
shares, all ClassA ordinary shares submitted for redemption will be returned to the holders thereof, and we instead may search for
an alternate business combination.
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*If you exercise your warrants on a cashless basis,
you will receive fewer ClassA ordinary shares from such exercise than if you were to exercise such warrants for cash.*
There are circumstances in which the exercise of
the warrants may be required or permitted to be made on a cashless basis. If our ClassA ordinary shares are at the
time of any exercise of a warrant not listed on a national securities exchange such that our ClassA ordinary shares satisfy the
definition of a covered security under Section18(b)(1)of the Securities Act, we may, at our option, require
holders of public warrants who exercise their warrants to do so on a cashless basis in accordance with Section3(a)(9)of
the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, and
in the event we do not so elect, we will use commercially reasonable efforts to register or qualify the shares under applicable blue sky
laws to the extent an exemption is not available. To exercise warrants on a cashless basis, each holder would pay the exercise price by
surrendering the warrants in exchange for a number of ClassA ordinary shares equal to the quotient obtained by dividing (x)the
product of (i)the number of ClassA ordinary shares underlying the warrants, and (ii)the excess of the fair market
value (defined below) over the exercise price of the warrants by (y)such fair market value. Solely for the purposes of the
preceding sentence, fair market value of our ClassA ordinary shares shall mean the 10-dayaverage trading price
as of the date on which the notice of exercise is received by the warrant agent.
*We may not have sufficient funds to satisfy indemnification claims
of our directors and officers or our sponsor and its members (present and former), managers and affiliates and their respective present
and former officers and directors.*
We have agreed to indemnify our officers and directors,
and our sponsor and its members (present and former), managers and affiliates and their respective present and future officers and directors,
to the fullest extent permitted by law. However, our officers and directors, and our sponsor and its members (present and former), managers
and affiliates and their respective present and future officers and directors, have agreed, and any persons who may become officers or
directors prior to the initial business combination will agree, to waive any right, title, interest or claim of any kind in or to any
monies in the trust account and to 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 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 pursuant to
these indemnification provisions.
*Unlike some other similarly structured blank check companies,
our sponsor will receive additional ClassA ordinary shares if we issue shares to consummate an initial business combination.*
The founder shares will automatically convert into
ClassA ordinary shares at the time of our initial business combination (with such conversion taking place immediately prior to,
simultaneously with, or immediately following the time of our initial business combination, as may be determined by our directors), or
earlier at the option of the holder, on a one-for-onebasis, subject to adjustment for share subdivisions, share dividends, reorganizations,
recapitalizations and the like and subject to further adjustment as provided herein. In the case that additional ClassA ordinary
shares or equity-linkedsecurities convertible or exercisable for ClassA ordinary shares are issued or deemed issued in excess
of the amounts sold in our Offering and related to the closing of the initial business combination, the ratio at which founder shares
will convert into ClassA ordinary shares will be adjusted so that the number of ClassA ordinary shares issuable upon conversion
of all founder shares will equal, in the aggregate, on an as-convertedbasis, 25% of (i)the total number of all ordinary shares
outstanding upon the completion of our Offering (including any ClassA ordinary shares issued pursuant to the underwriters
over-allotmentoption and excluding the ClassA ordinary shares underlying the private placement units issued to the sponsor),
plus (ii)all ClassA ordinary shares and equity-linkedsecurities issued or deemed issued, in connection with the closing
of the initial business combination (excluding any shares or equity-linkedsecurities issued, or to be issued, to any seller in the
initial business combination and any private placement-equivalentunits and their underlying securities issued to our sponsor or
any of its affiliates or to our officers or directors upon conversion of working capital loans); provided that such conversion of founder
shares will never occur on a less than one-for-onebasis.
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*An investment in our securities, and certain subsequent transactions
with respect to our securities, may result in uncertain or adverse U.S.federal income tax consequences for an investor.*
An investment in our securities, and certain subsequent
transactions with respect to our securities, may result in uncertain or adverse U.S.federal income tax consequences for an investor.
For instance, because there is no authority that directly addresses the U.S.federal income tax implications of instruments similar
to the units we are issuing in the Offering, the allocation an investor makes of the purchase price of a unit between the ClassA
ordinary share and the partial public warrant to purchase ClassA ordinary shares included in each unit could be challenged by the
Internal Revenue Service (the IRS) or the courts. Furthermore, the U.S.federal income tax consequences of a cashless
exercise of public warrants is unclear under current law. Additionally, it is unclear whether the redemption rights with respect to our
ClassA ordinary shares suspend the running of a U.S.Holders holding period for purposes of determining whether any
gain or loss realized by such holder on the sale or exchange of ClassA ordinary shares is long-termcapital gain or loss and
for determining whether any dividend we pay would be eligible for favorable U.S.federal income tax treatment. Each prospective investor
is urged to consult with and rely solely upon its own tax advisors with respect to these and other tax consequences when purchasing, holding
or disposing of our securities.
*Whether a redemption of ClassA ordinary shares will be
treated as a sale of such ClassA ordinary shares for U.S.federal income tax purposes will depend on a shareholders
specific facts.*
The U.S.federal income tax treatment of a
redemption of ClassA ordinary shares will depend on whether the redemption qualifies as a sale of such ClassA ordinary shares
under Section302(a)of the Internal Revenue Code of 1986, as amended (the Code), which will depend largely on
the total number of our shares treated as held by the shareholder electing to redeem ClassA ordinary shares (including any shares
constructively owned by the holder as a result of owning private placement warrants or public warrants or otherwise) relative to all of
our shares outstanding both before and after the redemption. If such redemption is not treated as a sale of ClassA ordinary shares
for U.S.federal income tax purposes, the redemption will instead be treated as a corporate distribution of cash from us.
*We are likely to be treated as a passive foreign investment company
(PFIC), which could result in adverse U.S.federal income tax consequences to U.S.investors.*
If we are treated as a PFIC for any taxable year
in which a U.S.Holder holds our ClassA ordinary shares or warrants (regardless of whether we remain a PFIC for subsequent
taxableyears), such U.S.Holder may be subject to certain adverse U.S.federal income tax consequences and may be subject
to additional reporting requirements. Our PFIC status for our current and subsequent taxableyears may depend on, among other things,
the timing of our business combination, the amount of our passive income and assets in the year of the business combination, whether we
combine with a U.S.or non-U.S.target company, and the amount of passive income and assets of the acquired business. Our actual
PFIC status for our current taxable year or any subsequent taxable year will not be determinable until after the end of such taxable year.
However, we anticipate that we are likely to be treated as a PFIC in our current taxable year.
If we determine we are a PFIC for any taxable year,
upon written request by a U.S.Holder, we will endeavor to provide to such U.S.Holder such information as the IRS may require,
including a PFIC annual information statement, in order to enable such U.S.Holder to make and maintain a qualified electing
fund (QEF) election with respect to its ClassA ordinary shares, but there is no assurance that we will timely
provide such required information. Furthermore, a U.S.Holder may not make a QEF election with respect to its warrants to acquire
our ClassA ordinary shares. The rules dealing with PFICs and with the QEF election are very complex and are affected by various
factors in addition to those described in this Annual Report. Accordingly, U.S.investors are strongly urged to consult with and
rely solely upon their own tax advisors regarding the application of the PFIC rules to them in their particular circumstances.
52
*We may, without prior notice or shareholder approval, change
our jurisdiction of incorporation, which may result in adverse legal, tax or other consequences to us, our shareholders and/or warrantholders.*
We may, without prior notice or shareholder approval,
change our jurisdiction of incorporation for any reason. We might change our jurisdiction of incorporation in anticipation of executing
an agreement to consummate an initial business combination or the closing of an initial business combination; however, we are not limited
from doing so at any other time or for any other reason. We may change our jurisdiction of incorporation in order to facilitate an initial
business combination or our post-businesscombination holding structure. For example, if we anticipate signing an agreement to consummate
an initial business combination with a target that is organized in the UnitedStates, we may change our jurisdiction of incorporation
to Delaware prior to the execution of such agreement and without prior notice to or approval of our shareholders.
Our amended and restated memorandum and articles
of association permits us to change our jurisdiction of incorporation after approval by our board of directors. We are not required to
notify our shareholders prior to such change or to seek the approval of our shareholders if we change our jurisdiction of incorporation
prior to our initial business combination, and we anticipate that we will not be required to register such transaction under the Securities
Act. If, however, we reincorporate to another jurisdiction outside of the Cayman Islands in connection with our initial business combination,
and if we seek shareholder approval of our initial business combination, we anticipate that such transaction will be registered under
the Securities Act. To effect the change in our jurisdiction of incorporation, we would deregister as an exempted company in the Cayman
Islands and continue and domesticate as a body corporate limited by shares under the laws of another jurisdiction. In connection therewith,
we expect that our ClassA ordinary shares and ClassB ordinary shares would be exchanged for an equal number of corresponding
ClassA or ClassB ordinary shares or common shares, as applicable, of our successor entity, and our warrants would become exercisable
for ClassA common or ordinary shares of our successor entity. We expect that the ClassA and ClassB ordinary shares or
common shares in our successor entity would have rights substantially similar to those of our ClassA ordinary shares and ClassB
ordinary shares. However, the system of laws and the enforcement of existing laws of the new jurisdiction of our incorporation may not
be as favorable to you as a shareholder as the laws of the Cayman Islands.
Although we will attempt to structure any change
in our jurisdiction of incorporation in a tax-efficientmanner (including, if possible, in a manner that is tax-deferredfor
U.S.federal income tax purposes), tax structuring considerations are complex, the relevant facts and law may be uncertain and may
change, we may prioritize commercial and other considerations over tax considerations, and we may prioritize company-leveltax considerations
over the tax considerations of our shareholders and warrantholders. As a result, the change in our jurisdiction of incorporation may have
adverse tax consequences to us or to our shareholders and warrantholders, including the recognition of substantial gain for U.S.federal
income tax purposes, and because you may not have prior notice of our change in jurisdiction, you may not be able to avoid such consequences.
For example, under certain circumstances, including if we are treated as a PFIC, a U.S.Holder may be subject to U.S.federal
income tax on gain or a deemed dividend upon the exchange of our ordinary shares or warrants for our successors shares or warrants,
and such taxes may be substantial.
53
In addition to the immediate consequences of a
change in our jurisdiction of incorporation, holding our successors shares or warrants following a change in our jurisdiction
of incorporation could have different, potentially adverse, consequences as compared to those of holding our shares or warrants prior
to any such change. For example, if we were to change our jurisdiction of incorporation from the Cayman Islands to Delaware, this could
have a number of adverse consequences to Non-U.S.Holders who own our successors shares or warrants by exposing them to U.S.taxation
and reporting obligations, such as the taxation of dividends from our successor or the taxation of dispositions of our successors
shares or warrants. Because such persons may not have prior notice of our change in jurisdiction, they may not be able to change the
manner in which they hold our shares or warrants or dispose of our shares or warrants prior to any such change in our jurisdiction of
incorporation, and therefore such persons may not be able to avoid any adverse consequences of holding our successors shares or
warrants after such change.
Further, it is possible that we would change our
jurisdiction of incorporation in anticipation of consummating a specific business combination but not complete that business combination
for any number of reasons. If we are unable to consummate a business combination with a specific business combination target following
such a change in our jurisdiction of incorporation, our new jurisdiction of incorporation could have disadvantages to us or our shareholders
and/or warrantholders, particularly if we subsequently pursue a business combination with a target that is incorporated in a different
jurisdiction. In such circumstances, we may not be competitive with other special purpose acquisition companies incorporated in the Cayman
Islands when pursuing certain target companies, the consummation of our initial business combination could be more complex, or it may
be more difficult to structure such an initial business combination in a tax-efficientmanner. For example, we may change our jurisdiction
of incorporation to the UnitedStates in anticipation of a business combination with a U.S.target company but ultimately effect
our initial business combination with a non-U.S.target company. In such a case, we may be unable to structure our initial business
combination in a tax-deferredmanner, and our shareholders and/or warrantholders may be required to pay substantial U.S.federal
income or other taxes in connection with the consummation of the initial business combination. In addition, the initial business combination
may result in tax inefficiencies for the post-businesscombination company, including that, if the post-businesscombination
company is organized outside of the UnitedStates, it may nevertheless be treated as a U.S.corporation for U.S.federal
income tax purposes, which treatment may result in substantial tax inefficiencies for both the post-businesscombination company
and for our shareholders and/or warrantholders.
We cannot assure you when or whether we will change
our jurisdiction of incorporation or, if we do change our jurisdiction of incorporation, the jurisdiction in which we will ultimately
be incorporated. Accordingly, there is significant uncertainty as to the legal, tax and other considerations that may be applicable to
us or to our shareholders and warrantholders, and we cannot provide you with specific or comprehensive examples of such potential consequences.
The rules governing a change in our jurisdiction of incorporation and the transactions that may occur in connection with our initial
business combination are complex, and the consequences arising from such rules or transactions will depend on a holders particular
circumstances and on the circumstances surrounding our change in jurisdiction and initial business combination. All investors who purchased
of units in our Offering are urged to consult with and rely solely upon their own legal and tax advisors regarding the potential consequences
to them of any change in our jurisdiction of incorporation.
**
*If our initial business combination involves a company organized
under the laws of the UnitedStates (or any subdivision thereof), a U.S.federal excise tax could be imposed on us in connection
with any redemptions of our ClassA ordinary shares after or in connection with such initial business combination.*
The Inflation Reduction Actof2022 provides
for, among other things, a new 1% U.S.federal excise tax on certain repurchases (including redemptions) of stock by publicly traded
U.S.corporations after December31, 2022 (the stock buyback tax), subject to certain exceptions. If applicable,
the amount of the stock buyback tax is generally 1% of the aggregate fair market value of any stock repurchased by the corporation during
a taxable year, net of the aggregate fair market value of certain new stock issuances by the repurchasing corporation during the same
taxable year. In addition, the U.S.Treasury Department and IRS have released preliminary guidance that would potentially cause
a non-U.S.corporations U.S.subsidiaries to be subject to the stock buyback tax with respect to any share repurchases
made by the non-U.S.corporation under certain circumstances.
54
As an entity incorporated as a Cayman Islands exempted
company, the stock buyback tax is currently not expected to apply to redemptions of our ClassA ordinary shares (absent any regulations
or other additional guidance that may be issued in the future). However, in connection with an initial business combination involving
a company organized under the laws of the UnitedStates (or any subdivision thereof), it is possible that we domesticate and continue
as a Delaware corporation prior to certain redemptions. Because we expect that, following such a domestication, our securities would
continue to trade on NYSE, in such a case we could be subject to the stock buyback tax with respect to any subsequent redemptions (including
redemptions in connection with the initial business combination) that are treated as repurchases for this purpose. In all cases, whether
and to what extent we would be subject to the stock buyback tax will depend on a number of factors, including (i)the structure
of the initial business combination, including the extent to which the initial business combination involves a U.S.corporation
and the extent to which we issue shares in the initial business combination or otherwise during the same taxable year that are eligible
to offset any redemptions or other repurchases, (ii)the fair market value of the shares redeemed and (iii)the extent such
redemptions could be treated as dividends and not as repurchases. The applicability of the stock buyback tax to us could be further affected
by the content of any regulations, clarifications or other additional guidance from the U.S.Treasury Department that may be issued
and applicable to the redemptions. In no event would we withdraw interest earned on amounts held in the trust account to pay any stock
buyback tax.
Any stock buyback tax that becomes payable as a
result of any redemptions of our ClassA ordinary shares (or other shares into which such ClassA ordinary shares may be converted)
in connection with our initial business combination or otherwise would be payable by us and not by the redeeming holder. To the extent
such taxes are applicable, the amount of cash available to pay redemptions or to transfer to the target business in connection with our
initial business combination may be reduced, which could result in our inability to meet conditions in the agreement relating to our
initial business combination related to a minimum cash requirement, if any, or otherwise result in the shareholders of the combined company
(including any of our shareholders who do not exercise their redemption rights in connection with the initial business combination) to
economically bear the impact of such stock buyback tax.
**
*Provisions in our amended and restated memorandum and articles
of association may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our ClassA
ordinary shares and could entrench management.*
Our amended and restated memorandum and articles
of association will 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 preferred 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.
**
*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.*
We offered our units at an offering price of $10.00
per unit and the amount in our trust account is initially anticipated to be $10.00 per public share, implying an initial value of $10.00
per public share. However, prior to our Offering, our sponsor paid a nominal aggregate purchase price of $25,000 for the founder shares,
or approximately $0.00326 per share (which does not include the private placement units to be purchased at the date of the Offering).
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 ClassA 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 $230,000,000, which is the amount we 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 (excluding payment of up to $9,200,000 of deferred underwriting
discounts and commissions), 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 placement
warrants. At such valuation, each of our ordinary shares would have an implied value of $7.05 per share upon consummation of our initial
business combination, which is a 29.5% decrease as compared to the initial implied value per public share of $10.00.
55
|
Public shares | |
| 23,000,000 | | |
|
Founder shares | |
| 7,666,667 | | |
|
Private placement shares | |
| 660,000 | | |
|
Total shares | |
| 31,326,667 | | |
|
Total funds in trust available for initial business combination
(after payment of deferred underwriting discounts and commission) | |
$ | 220,800,000 | | |
|
Initial implied value per public share | |
$ | 10.00 | | |
|
Implied value per share upon consummation of initial business
combination | |
$ | 7.05 | | |
|
Sponsors investment per share (not including the
private placement units) | |
$ | 0.46 | | |
**
*The value of the founder shares following completion of our
initial business combination is likely to be substantially higher than the nominal price paid for them, even if the trading price of
our ordinary shares at such time is substantially less than $10.00 per public share.*
Upon the closing of our Offering, our sponsor
invested in us an aggregate of $3,525,000, comprised of the $25,000 purchase price for the founder shares and the $3,500,000 purchase
price for the private placement units. Assuming a trading price of $10.00 per public share upon consummation of our initial business
combination, the 7,666,667 founder shares would have an aggregate implied value of $76,666,670. Even if the trading price of our ordinary
shares were as low as $0.50 per share, and the private placement units are worthless, the value of the founder shares would be equal
to our sponsors aggregate 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, members of our management team, who
own interests in our sponsor, may be more willing to pursue a business combination with a riskier or less-establishedtarget 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.
**
*Changes in international trade policies, tariffs and treaties
affecting imports and exports may have a material adverse effect on our search for an initial business combination target or the performance
or business prospects of apost-businesscombination company.*
There have recently been significant changes to
international trade policies and tariffs affecting imports and exports. Any significant increases in tariffs on goods or materials or
other changes in trade policy could negatively affect our search for a target and/or our ability to complete our initial business combination.
Recently, the U.S.has implemented a range
of new tariffs and increases to existing tariffs. In response to the tariffs announced by the U.S., other countries have imposed, are
considering imposing, and may in the future impose new or increased tariffs on certain exports from the UnitedStates. There is
currently significant uncertainty about the future relationship between the UnitedStates and other countries with respect to trade
policies, taxes, government regulations and tariffs. and we cannot predict whether, and to what extent, current tariffs will continue
or trade policies will change in the future.
Tariffs, or the threat of tariffs or increased
tariffs, could have a significant negative impact on certain businesses (either due to domestic businesses reliance on imported
goods or dependence on access to foreign markets, or foreign businesses reliance on sales into the UnitedStates). In addition,
retaliatory tariffs could have a significant negative impact on foreign businesses that rely on imports from the UnitedStates,
and domestic businesses that rely on exporting goods internationally. These tariffs and threats of tariffs and other potential trade
policy changes could negatively affect the attractiveness of certain initial business combination targets, or lead to material adverse
effects on a post-businesscombination company. Among other things, historical financial performance of companies affected by trade
policies and/or tariffs may not provide useful guidance as to the future performance of such companies, because future financial performance
of those companies may be materially affected by new U.S.tariffs or foreign retaliatory tariffs, or other changes to trade policies.
The business prospects of a particular target for a business combination could change even after we enter into a business combination
agreement, as a result of tariffs or the threat of tariffs that may have a material impact on that targets business, and it may
be costly or impractical for us to terminate that business combination agreement. These factors could affect our selection of a business
combination target.
56
We may not be able to adequately address the risks
presented by these tariffs or other potential trade policy changes. As a result, we may deem it costly, impractical or risky to complete
an initial business combination with a particular target or with a target in a particular industry or from a particular country. Consequently,
the pool of potential target companies may be reduced, which could impair our ability to identify a suitable target and to complete an
initial business combination. If we complete an initial business combination with such a target, the post-businesscombination companys
operations and financial results could be adversely affected as a result of tariffs or changes to trade policies, which may cause the
market value of the securities of the post-businesscombination company to decline.
Risks Relating to our Sponsor and Management Team
**
*Past performance by members of our management team, KingsRock
or its Senior Advisors may not be indicative of future performance of an investment in us.*
Information regarding performance by, or businesses
associated with, members of our management team, KingsRock or its Senior Advisors is presented for informational purposes only. Any past
experience and performance, including related to acquisitions, of members of our management team, KingsRock or its Senior Advisors is
not a guarantee either: (1)that we will be able to successfully identify a suitable candidate for our initial business combination;
or (2)of any results with respect to any initial business combination we may consummate. In the course of their respective careers,
such parties have been involved in businesses and deals that were unsuccessful.
You should not rely on the historical record and
performance of members of our management team, KingsRock or its Senior Advisors as indicative of the future performance of an investment
in us or the returns we will, or are likely to, generate going forward. An investment in us is not an investment in KingsRock or its
Senior Advisors.
**
*We may seek acquisition opportunities in any business or industry
(which business or industry may or may not be outside of our managements areas of expertise).*
We may pursue an initial business combination target
in any business or industry. Although our management will endeavor to evaluate the risks inherent in any particular business combination
candidate, we cannot assure you that we will adequately ascertain or assess all of the significant risk factors. We also cannot assure
you that an investment in our units will not ultimately prove to be less favorable to investors in our Offering than a direct investment,
if an opportunity were available, in a business combination candidate. In the event we elect to pursue an acquisition, our managements
expertise may not be directly applicable to its evaluation or operation. As a result, our management may not be able to adequately ascertain
or assess all of the significant risk factors. Accordingly, any shareholders who choose to remain shareholders following our 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 may approve an amendment or waiver of the letter agreement
that would allow our sponsor to directly, or members of our sponsor to indirectly, transfer founder shares and private placement units
(and securities underlying the private placement units) or membership interests in our sponsor in a transaction in which the sponsor
removes itself as our sponsor before identifying a business combination, which may deprive us of key personnel.*
While there is no current intention to do so, and
the members of our management team and sponsor have not done so with any previously formed special purpose acquisition companies, we
may approve an amendment or waiver of the letter agreement that would allow the sponsor to directly, or members of our sponsor to indirectly,
transfer founder shares and private placement units (and securities underlying the private placement units) or membership interests in
our sponsor in a transaction in which the sponsor removes itself as our sponsor before identifying a business combination. As a result,
there is a risk that our sponsor and our officers and directors may divest their ownership or economic interests in us or in our sponsor,
which would likely result in our loss of certain key personnel. There can be no assurance that any replacement sponsor or key personnel
will successfully identify a business combination target for us, or, even if one is so identified, successfully complete such business
combination.
**
57
**
*Our ability to successfully complete our initial business combination
and to be successful thereafter will be totally 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 ourpost-combinationbusiness.*
Our ability to successfully effect our 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 business combination, it is likely that some or all of the management of the target business could 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.
In addition, the officers and directors of an acquisition
candidate may resign upon completion of our initial business combination. The departure of a business combination targets key
personnel could negatively impact the operations and profitability of our post-combinationbusiness. 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. The loss of key personnel could negatively impact the operations and profitability of our post-combinationbusiness.
**
*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 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 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.
**
*Certain of our officers and directors are now, and all of them
may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by us, including
another blank check company, and, accordingly, may have conflicts of interest in allocating their time and determining to which entity
a particular business opportunity should be presented.*
Following the completion of our Offering and until
we consummate our initial business combination, we intend to engage in the business of identifying and combining with one or more businesses.
Our sponsor and officers and directors are, or may in the future become, affiliated with entities (such as operating companies or investment
vehicles) that are engaged in a similar business. We do not have employment contracts with our officers and directors that will limit
their ability to work at other businesses. KingsRock will not be directing and managing our activities, as that will be the responsibility
of our board of directors and officers. In addition, our sponsor, officers, directors, and KingsRock or its Strategic Partners and Senior
Advisors may participate in the formation of, or become an officer or director of, any other blank check company prior to completion
of our initial business combination. As a result, our sponsor, officers, directors, and KingsRock or its Strategic Partners and Senior
Advisors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other
blank check company with which they may become involved. Messrs. Wohlin, Jaffe, Ottensoser and von Girsewald, KingsRock and its Strategic
Partners and Senior Advisors have complete discretion, subject to applicable fiduciary duties, as to which blank check company they choose
to pursue a business combination and the order in which they pursue business combinations for any of their existing or future blank check
companies. As a result, Messrs. Wohlin, Jaffe, Ottensoser and von Girsewald, KingsRock and its Strategic Partners and Senior Advisors
may pursue business combinations for blank check companies that it has sponsored in any order, which could result in its more recent
blank check companies completing business combinations prior to its blank check companies that were launched earlier. There are no contractual
obligations governing the allocation of opportunities among the various blank check companies. Any determination as to which blank check
company will pursue a particular acquisition target will be made based on the circumstances of the particular situation, including but
not limited to the relative sizes of the blank check companies compared to the sizes of the targets, the need or desire for additional
financings and the relevant experience of the directors, officers, KingsRock and its Strategic Partners and Senior Advisors involved
with a particular blank check company.
58
Each of our officers and directors presently has,
and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities
pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. Accordingly,
if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or
she has then current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present
such business combination opportunity to such other entity, subject to their fiduciary duties under Cayman Islands law. Our amended and
restated memorandum and articles of association provide that, to the fullest extent permitted by law: (i)no individual serving
as a director or an officer, among other persons, shall have any duty, except and to the extent expressly assumed by contract, to refrain
from engaging directly or indirectly in the same or similar business activities or lines of business as us, and (ii)we renounce
any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which (a)may
be a corporate opportunity for any director or officer, on the one hand, and us, on the other or (b)the presentation of which would
breach an existing legal obligation of a director or officer to any other entity. The fiduciary duties or contractual obligations of
our officers or directors could materially affect our ability to complete our initial business combination.
In addition, none of KingsRocks Strategic
Partners or Senior Advisors or their personnel are officers or directors of our company and therefore owe us no fiduciary duties as such.
While we expect that they will assist us in identifying business combination targets, they have no obligation to do so and may devote
a substantial portion of their business time to activities unrelated to us. KingsRocks Strategic Partners and Senior Advisor may
have fiduciary, contractual or other obligations or duties to other organizations to present business combination opportunities to such
other organizations rather than to us. Accordingly, if any of KingRock Advisors Strategic Partners or Senior Advisor becomes aware
of a business combination opportunity which is suitable for one or more entities to which he, she or it has fiduciary, contractual or
other obligations or duties, he, she or it will honor those obligations and duties to present such business combination opportunity to
such entities first and only present it to us if such entities reject the opportunity and he or she determines to present the opportunity
to us. These conflicts may not be resolved in our favor and a potential business may be presented to another entity prior to its presentation
to us.
**
*Our officers, directors, security holders and their respective
affiliates may have competitive pecuniary interests that conflict with our interests.*
We have not adopted a policy that expressly prohibits
our directors, officers, security holders or affiliates from having a direct or indirect pecuniary or financial interest in any investment
to be acquired or disposed of by us or in any transaction to which we are a party or have an interest. In fact, we may enter into a business
combination with a target business that is affiliated with our sponsor or our directors or officers. We do not 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.
In particular, affiliates of our sponsor, our directors
and our officers have invested, and may in the future invest, in a broad array of sectors, including those in which our company may invest.
As a result, there may be substantial overlap between companies that would be a suitable business combination for us and companies that
would make an attractive target for such other affiliates.
**
59
*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, promoters, officers or directors or their respective
affiliates which may raise potential conflicts of interest.*
In light of the involvement of our sponsor, officers
and directors with other businesses, we may decide to acquire one or more businesses affiliated with or competitive with our sponsor,
officers and directors, and their respective affiliates. Such entities may compete with us for business combination opportunities. Our
sponsor, officers and directors are not currently aware of any specific opportunities for us to complete our initial business combination
with any entities with which they are affiliated, and there have been no substantive discussions concerning a business combination with
any such entity or entities. Although we will not be specifically focusing on, or targeting, any transaction with any affiliated entities,
we would pursue such a transaction if we determined that such affiliated entity met our criteria for a business combination and such
transaction was approved by a majority of our independent and disinterested directors. Despite our agreement to obtain an opinion from
an independent investment banking firm or another independent entity that commonly renders valuation opinions, regarding the fairness
to our shareholders from a financial point of view of a business combination with one or more domestic or international businesses affiliated
with our sponsor, officers or directors, potential conflicts of interest still may exist and, as a result, the terms of the business
combination may not be as advantageous to our public shareholders as they would be absent any conflicts of interest.
**
*We may engage one or more affiliates of our sponsor, promoters,
officers or directors or their respective affiliates to provide additional services to us after the Offering, which may include acting
as financial advisor in connection with 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 the Offering, including, for example, in connection with
the sourcing and consummation of an initial business combination.*
We may engage one or more affiliates of our sponsor
(which includes KingsRock Viking Acquisition, LLC and KingsRock Advisors, LLC), officers or directors or their respective affiliates
to provide additional services to us after the Offering, including, for example, identifying potential targets or providing financial
advisory services. We may pay such affiliates fair and reasonable fees or other compensation that would be determined at that time in
an arms length negotiation. Any such 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 advising on, sourcing and consummating of an initial business combination.
**
*Since our sponsor, promoters, officers and directors will lose
their entire investment in us if our business combination is not completed (other than with respect to public shares they may acquire
during or after the Offering), a conflict of interest may arise in determining whether a particular business combination target is appropriate
for our initial business combination.*
On July24, 2025, our sponsor acquired an
aggregate of 7,666,667 founder shares, acquired for approximately $0.00326 per share. Prior to the initial investment in the company
of $25,000 by our sponsor, the company had no assets, tangible or intangible. The per share purchase price of the founder shares was
determined by dividing the amount contributed to the company by the number of founder shares issued. The number of founder shares issued
was determined based on the expectation that the total size of our Offering was a maximum of 23,000,000units, and therefore that
such founder shares would represent 25% of the outstanding shares after our Offering (not including the ClassA ordinary shares
underlying the private placement units). Our public shareholders may incur material dilution due to the anti-dilutionadjustments
that result in the issuance of ClassA ordinary shares on a greater than one-to-onebasis upon conversion. The founder shares
will be without value to the holder if we do not complete an initial business combination in the prescribed timeframe. In addition, our
sponsor has purchased an aggregate of 350,000 private placement units at a price of $10.00 per unit, for an aggregate purchase price
of $3,500,000 in a private placement that closed simultaneously with the closing of our Offering. Each private placement warrant contained
in the private placement units is exercisable to purchase one whole ClassA ordinary share at a price of $11.50 per share. The private
placement warrants will become exercisable on the later of (a)30days after the completion of our initial business combination,
or (b)12months from the closing of the Offering, and will not expire except upon liquidation. The founder shares are identical
to the ClassA ordinary shares included in the units being sold in the Offering, except that only holders of the founder shares
have the right to vote on the appointment and removal of directors prior to our initial business combination and they are ClassB
ordinary shares that automatically convert into our ClassA ordinary shares at the time of our initial business combination (with
such conversion taking place immediately prior to, simultaneously with, or immediately following the time of our initial business combination,
as may be determined by our directors), or earlier at the option of the holder, on a one-for-onebasis, subject to adjustment pursuant
to certain anti-dilutionrights. However, the holders of the founder shares and private placement shares have agreed (A)to
vote any shares owned by them in favor of any proposed business combination and (B)not to redeem any founder shares or private
placement shares in connection with a shareholder vote to approve a proposed initial business combination. In addition, we may obtain
loans from our sponsor, affiliates of our sponsor or an officer or director. The private placement warrants will be non-redeemableand
exercisable for cash or on a cashless basis. The private placement warrants will not expire except upon liquidation. The
personal and financial interests of our officers and directors may influence their motivation in identifying and selecting a target business
combination, completing an initial business combination and influencing the operation of the business following our initial business
combination. This risk may become more acute as the end of the completion window nears.
**
60
**
*Changes in the market for directors and officers liability insurance
could make it more difficult and more expensive for us to negotiate and complete an initial business combination.*
The market for directors and officers liability
insurance for special purpose acquisition companies has changed in ways adverse to us and our management team. Fewer insurance companies
are offering quotes for directors and officers liability coverage, the premiums charged for such policies have generally increased and
the terms of such policies have generally become less favorable. These trends may continue into the future.
The increased cost and decreased availability of
directors and officers liability insurance could make it more difficult and more expensive for us to negotiate an initial business combination.
In order to obtain directors and officers liability insurance or modify its coverage as a result of becoming a public company, the post-businesscombination
entity might need to incur greater expense, accept less favorable terms or both. However, any failure to obtain adequate directors and
officers liability insurance could have an adverse impact on the post-businesscombinations ability to attract and retain
qualified officers and directors.
In addition, even after we were to complete an
initial business combination, our directors and officers could still be subject to potential liability from claims arising from conduct
alleged to have occurred prior to the initial business combination. As a result, in order to protect our directors and officers, the
post-businesscombination entity may need to purchase additional insurance with respect to any such claims (run-offinsurance).
The need for run-offinsurance would be an added expense for the post-businesscombination entity, and could interfere with
or frustrate our ability to consummate an initial business combination on terms favorable to our investors.
**
*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 a business combination so that
the post-transactioncompany 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-transactioncompany owns or acquires 50% or
more of the outstanding voting securities of the target or otherwise is not 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-transactioncompany 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 transaction.
For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding
capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% interest in the target. However, as
a result of the issuance of a substantial number of new shares, our shareholders immediately prior to such transaction could own less
than a majority of our outstanding 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.
**
61
*Our sponsor controls the appointment and removal of our board
of directors until consummation of our initial business combination and will hold a substantial interest in us. As a result, they will
appoint and remove all of our directors prior to our initial business combination and may exert a substantial influence on actions requiring
a shareholder vote and board approval, potentially in a manner that you do not support.*
Our sponsor owns shares representing 25% of our
issued and outstanding ordinary shares (not including the ClassA ordinary shares underlying the private placement units and assuming
they do not purchase any units in the Offering). In addition, the founder shares, all of which are held by our sponsor, will entitle
the holders to appoint and remove all of our directors prior to our initial business combination. Holders of our public shares will have
no right to vote on the appointment or removal of directors during such time. These provisions of our amended and restated memorandum
and articles of association may only be amended by a special resolution passed by a majority of at least 90% (or, where such amendment
is proposed in respect of the consummation of our initial business combination, two-thirds) of our ordinary shares voting at the applicable
general meeting. As a result, you will not have any influence over the appointment or removal of directors prior to our initial business
combination. Accordingly, our sponsor 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 and approval of major
corporate transactions. Neither our sponsor nor, to our knowledge, any of our officers or directors have any current intention to purchase
additional securities. Factors that would be considered in making such additional purchases would include consideration of the current
trading price of our ClassA ordinary shares. In addition, our board of directors, whose members were elected by our sponsor, is
and will be divided into three classes, each of which will generally serve for a term of threeyears with only one class of directors
being elected in each year. We may not hold an annual general meeting to appoint new directors prior to the completion of our business
combination, in which case all of the current directors will continue in office until at least the completion of the business combination.
If there is an annual general meeting, as a consequence of our staggered board of directors, only a minority of the board
of directors will be considered for appointment and our sponsor, because of its ownership position, will have control regarding the outcome.
Furthermore, to continue the company in a jurisdiction outside of the Cayman Islands, including the adoption of the organizational documents
for such jurisdiction, our board of directors will be able to approve such continuation and organizational documents without the vote
of any holders of our ClassA ordinary shares and ClassB ordinary shares. 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. Accordingly, our sponsor will
continue to exert control at least until the completion of our business combination.
**
*Our sponsor paid an aggregate of $25,000, or approximately $0.00326
per founder share, and, accordingly, you will experience immediate and substantial dilution from the purchase of our ClassA ordinary
shares to the benefit of our sponsor and certain of our directors and officers.*
The difference between the public offering price
per share (allocating all of the unit purchase price to the ClassA ordinary shares and none to the warrant included in the unit)
and the pro forma net tangible book value per ClassA ordinary share after our Offering constitutes the dilution to you and the
other investors in the Offering. Our sponsor acquired the founder shares at a nominal price, significantly contributing to this dilution.
Upon the closing of the Offering, and assuming no value is ascribed to the warrants included in the units, you and the other public shareholders
will incur an immediate and substantial dilution of approximately 29.20% (or $2.92 per share, assuming no exercise of the underwriters
over-allotmentoption, and no redemptions), the difference between the pro forma net tangible book value per share after our Offering
of $7.08 and the initial offering price of $10.00 per unit (assuming no redemptions). This dilution would increase to the extent that
the anti-dilutionprovisions of the founder shares result in the issuance of ClassA ordinary shares on a greater than one-to-onebasis
upon conversion of the founder shares at the time of our initial business combination and would become exacerbated to the extent that
public shareholders seek redemptions from the trust for their public shares. In addition, because of the anti-dilutionprotection
in the founder shares, any equity or equity-linkedsecurities issued in connection with our initial business combination would be
disproportionately dilutive to our ClassA ordinary shares. Moreover, although we are of the view that our sponsor, directors and
officers paid fair value for the founder shares, there is no assurance that a taxing authority would agree with us, and if a taxing authority
were to successfully assert otherwise, we may be subject to material withholding and other tax liabilities that could adversely affect
our financial condition.
**
62
**
*We are dependent upon our officers and directors, and their
loss could adversely affect our ability to operate.*
Our operations are dependent upon a relatively
small group of individuals and, in particular, our officers and directors. We believe that our success depends on the continued service
of our officers and directors, at least until we have completed our initial business combination. In addition, our officers and directors
are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating
their time among various business activities, including identifying potential business combinations and monitoring the related due diligence.
We do not have an employment agreement with, or
key-maninsurance on the life of, any of our directors or officers. The unexpected loss of the services of one or more of our directors
or officers could have a detrimental effect on us.
**
*Our officers and directors may allocate their time to other
businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of
interest could have a negative impact on our ability to complete our initial business combination.*
Our officers and directors are not required to,
and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our
operations and our search for a business combination and their other responsibilities. We do not intend to have any full-timeemployees
prior to the completion of our business combination. Each of our officers and directors is engaged in several other business endeavors
for which he or she may be entitled to substantial compensation and our officers and directors are not obligated to contribute any specific
number ofhours per week to our affairs.
Our management team is responsible for the management
of our affairs. 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, including KingsRock, of which Messrs. Wohlin and Jaffe are managing partners, and Messrs.Ottensoser
and von Girsewald are Managing Directors, 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
law: (i)no individual serving as a director or an officer, among other persons, shall have any duty, except and to the extent expressly
assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business
as us, and (ii)we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction
or matter which (a)may be a corporate opportunity for any director or officer, on the one hand, and us, on the other or (b)the
presentation of which would breach an existing legal obligation of a director or officer to any other entity. In light of the significant
financial investments made and / or investments of time for which they are being compensated with founder shares by each of these individuals,
which will be rendered worthless if we do not consummate an initial business combination, we do not believe that the fiduciary duties
or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination
as the economic incentives for these individuals to complete our initial business combination align with those of our public shareholders.
KingsRock and its Strategic Partners and Senior
Advisors and their personnel, if any, may have a duty to offer acquisition opportunities to clients or other parties. To the fullest
extent permitted by law, such persons will have no duty to offer acquisition opportunities to the company unless presented to them solely
in their capacity as a director of the company and after they have satisfied any contractual and fiduciary obligations to other parties.
If our officers and directors other
business affairs require them to devote substantial amounts of time to such affairs in excess of their current commitment levels, it
could limit their ability to devote time to our affairs which may have a negative impact on our ability to complete our initial business
combination.
**
*Since our sponsor paid only approximately $0.00326 per share
for the founder shares, our officers and directors could potentially make a substantial profit even if we acquire a target business that
subsequently declines in value.*
On July24, 2025, our sponsor purchased an
aggregate of 7,666,667 founder shares, acquired for approximately $0.00326 per share. Our officers and directors have a significant economic
interest in our sponsor. As a result, the low acquisition cost of the founder shares creates an economic incentive whereby our officers
and directors could potentially make a substantial profit even if we acquire a target business that subsequently declines in value and
is unprofitable for public investors.
**
63
**
*Because we are incorporated under the laws of the Cayman Islands,
you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S.federal courts
may be limited.*
We are an exempted company incorporated under the
laws of the Cayman Islands. As a result, it may be difficult for investors to effect service of process within the UnitedStates
upon our directors or executive officers, or enforce judgments obtained in the UnitedStates courts against our directors or officers.
Our corporate affairs are governed by our amended
and restated memorandum and articles of association, the Companies Law and the common law of the Cayman Islands. We will also be subject
to the federal securities laws of the UnitedStates. The rights of shareholders to take action against the directors, actions by
minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed
by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial
precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive authority, but are
not binding on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under
Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions in the UnitedStates.
In particular, the Cayman Islands has a different body of securities laws as compared to the UnitedStates, and certain states,
such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law. In addition, Cayman Islands companies
may not have standing to initiate a shareholders derivative action in a Federal court of the UnitedStates.
We have been advised by Harney Westwood&
Riegels (Cayman) LLP, our Cayman Islands legal counsel, that the courts of the Cayman Islands are unlikely (i)to recognize or enforce
against us judgments of courts of the UnitedStates predicated upon the civil liability provisions of the federal securities laws
of the UnitedStates or any state; and (ii)in original actions brought in the Cayman Islands, to impose liabilities against
us predicated upon the civil liability provisions of the federal securities laws of the UnitedStates or any state, so far as the
liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the
Cayman Islands of judgments obtained in the UnitedStates, the courts of the Cayman Islands will recognize and enforce a foreign
money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a
competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain
conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a
liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the
same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural
justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public
policy). A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.
As a result of all of the above, public shareholders
may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors
or controlling shareholders than they would as public shareholders of a UnitedStates company.
64
General Risk Factors
**
*We may issue additional ordinary shares or preferred shares
to complete our initial business combination or under an employee incentive plan after completion of our initial business combination.
We may also issue ClassA ordinary shares upon the conversion of the ClassB ordinary shares at a ratio greater thanone-to-one
at the time of our initial business combination, or earlier at the option of the holder, as a result of theanti-dilutionprovisions
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 ClassA ordinary shares, par value $0.0001 per share, 20,000,000 ClassB
ordinary shares, par value $0.0001 per share, and 1,000,000 undesignated preferred shares, par value $0.0001 per share. After our Offering,
there were 176,340,000 and 12,333,333 authorized but unissued ClassA ordinary shares and ClassB ordinary shares, respectively,
available for issuance, which amount does not take into account ClassA ordinary shares reserved for issuance upon exercise of outstanding
warrants or shares issuable upon conversion of ClassB ordinary shares. Our ClassB ordinary shares are automatically convertible
into ClassA ordinary shares at the time of our initial business combination (with such conversion taking place immediately prior
to, simultaneously with, or immediately following the time of our initial business combination, as may be determined by our directors),
or earlier at the option of the holder, initially at a one-for-oneratio but subject to adjustment and forfeiture as set forth herein.
Immediately after the consummation of the Offering, there were no preferred shares issued and outstanding. ClassB ordinary shares
are convertible into our ClassA ordinary shares initially at a one-for-oneratio but subject to adjustment as set forth herein,
including in certain circumstances in which we issue ClassA ordinary shares or equity-linkedsecurities related to our initial
business combination.
We may issue a substantial number of additional
ordinary shares or preferred shares to complete our initial business combination or under an employee incentive plan after completion
of our initial business combination. While these private share issuances result in costs particular to the de-SPACprocess that
would not be anticipated in a traditional IPO, the purpose of such issuances, in part, will be to enable us to provide sufficient liquidity
and capital to the post-businesscombination entity. Unlike a traditional IPO, as a SPAC, our shareholders have a right to cause
us to redeem their public shares immediately before closing our initial business combination. In the event that a substantial number
of our public shareholders elect to redeem, we would have less cash available at closing for the post-businesscombination company
and may have an increased need to issue additional ordinary shares or preferred shares or obtain additional financing. Such private share
issuances, if any, would need to ensure a return on investment to the private placement investors in return for providing funds facilitating
our and our sponsors completion of the business combination, as well as providing liquidity and capital to the post-businesscombination
entity. We may also issue ClassA ordinary shares upon conversion of the ClassB ordinary shares at a ratio greater than one-to-oneat
the time of our initial business combination, or earlier at the option of the holder, as a result of the anti-dilutionprovisions
contained in our amended and restated memorandum and articles of association. However, our amended and restated memorandum and articles
of association will provide, among other things, that prior to our initial business combination, we may not, except in connection with
the conversion of ClassB ordinary shares into ClassA ordinary shares where the holders of such shares have waived any rights
to receive funds from the trust account, issue additional ordinary shares that would entitle the holders thereof to (i)receive
funds from the trust account or (ii)vote on any initial business combination or any other proposal presented to our shareholders
prior to or in connection with the completion of an 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 preferred shares:
|
| may significantly
dilute the equity interest of investors in the Offering; |
|
|
| may subordinate
the rights of holders of ordinary shares if preferred shares are issued with rights senior
to those afforded our ordinary shares; |
|
|
| could cause a
change in control if a substantial number of 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; and |
|
|
| may adversely
affect prevailing market prices for our units, ClassA ordinary shares and/or warrants. |
|
**
*Our independent registered public accounting firms report
contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a going concern.*
As of December 31, 2025, we had $1,277,337 in cash and
working capital of $1,191,061. Further, we expect to incur significant costs in pursuit of our acquisition plans. Our plans to raise capital
and to consummate our initial business combination may not be successful. These factors, among others, raise substantial doubt about our
ability to continue as a going concern. The financial statements contained elsewhere in this Annual Report do not include any adjustments
that might result from our inability to continue as a going concern.
**
65
**
*We intend to offer each public shareholder the option to vote
in favor of the proposed business combination and still seek redemption of such shareholders public shares.*
In connection with any meeting held to approve
an initial business combination, we will offer each public shareholder (but not our sponsor, executive officers and directors) the right
to have his, her or its public shares redeemed for cash (subject to the limitations) regardless of whether such shareholder votes for
or against such proposed business combination or votes at all. We will consummate our initial business combination only if a majority
of the outstanding shares voted are voted in favor of the business combination. This is different than other similarly structured blank
check companies where shareholders are offered the right to redeem their shares only when they vote against a proposed business combination.
This threshold and the ability to seek redemption while voting in favor of a proposed business combination may make it more likely that
we will consummate our initial business combination.
**
*Because of our structure, other companies may have a competitive
advantage and we may not be able to consummate an attractive business combination.*
We expect to encounter intense competition from
entities other than blank check companies having a business objective similar to ours, including private equity groups, venture capital
funds, leveraged buyout funds and operating businesses competing for acquisitions. Many of these entities are well established and have
extensive experience in identifying and effecting business combinations directly or through affiliates. Many of these competitors possess
greater technical, human and other resources than we do and our financial resources will be relatively limited when contrasted with those
of many of these competitors. Therefore, our ability to compete in acquiring certain sizable target businesses may be limited by our
available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain
target businesses. Furthermore, seeking shareholder approval of our initial business combination may delay the consummation of a transaction.
Any of the foregoing may place us at a competitive disadvantage in successfully negotiating our initial business combination.
In addition, we do not intend to hold an annual
meeting of shareholders to elect new directors prior to the completion of our business combination. Unless we hold an annual meeting,
all of the current directors will continue in office until at least the completion of the business combination. If there is an annual
meeting, the entire Board of Directors will be considered for election, however our sponsor, because of its ownership position, will
have considerable influence regarding the outcome. Accordingly, our sponsor will continue to exert control at least until the completion
of our business combination.
**
*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. Notwithstanding
any data security protections we may implement, 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.
**
66
**
*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 ongoingRussia-Ukraineconflict and the recent escalation of theIsrael-Hamasconflict.*
UnitedStates and global markets are experiencing
volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraineconflict and the recent
escalation of the Israel-Hamasconflict. In response to the ongoing Russia-Ukraineconflict, the North Atlantic Treaty Organization
(NATO) deployed additional military forces to eastern Europe, and the UnitedStates, the United Kingdom, the European
Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and
entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication
(SWIFT) payment system. Certain countries, including the UnitedStates, have also provided and may continue to provide military
aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations. The invasion of Ukraine
by Russia and the escalation of the Israel-Hamasconflict and the resulting measures that have been taken, and could be taken in
the future, by NATO, the UnitedStates, the United Kingdom, the European Union, Israel and its neighboring states and other countries
have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact
of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity
prices, credit and capital markets, as well as supply chain interruptions and increased cyber-attacksagainst U.S.companies.
Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack
of liquidity in capital markets.
Any of the abovementioned factors, or any other
negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine,
the escalation of the Israel-Hamasconflict and subsequent sanctions or related actions, could adversely affect our search for an
initial business combination and any target business with which we may ultimately consummate an initial business combination.
The extent and duration of the ongoing conflicts,
resulting sanctions and any related market disruptions are impossible to predict, but could be substantial, particularly if current or
new sanctions continue for an extended period of time or if geopolitical tensions result in expanded military operations on a global
scale. Any such disruptions may also have the effect of heightening many of the other risks described in this section. If these disruptions
or other matters of global concern continue for an extensive period of time, our ability to consummate an initial business combination,
or the operations of a target business with which we may ultimately consummate an initial business combination, may be materially adversely
affected.
**
*Military or other conflicts in Ukraine, the Middle East or elsewhere
may lead to increased volume and price volatility for publicly traded securities, or affect the operations or financial condition of
potential target companies, which could make it more difficult for us to consummate an initial business combination.*
Military or other conflicts in Ukraine, the Middle
East or elsewhere may lead to increased volume and price volatility for publicly traded securities, or affect the operations or financial
condition of potential target companies, and to other company or industry-specific, national, regional or international economic disruptions
and economic uncertainty, any of which could make it more difficult for us to identify a business combination target and consummate an
initial business combination on acceptable commercial terms, or at all.
**
*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 attestation requirements of Section404 of the Sarbanes-OxleyAct,
reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the
requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments
not previously approved. As a result, our shareholders may not have access to certain information they may deem important. We could be
an emerging growth company for up to fiveyears, although circumstances could cause us to lose that status earlier, including if
the market value of our ClassA ordinary shares held by non-affiliatesequals or exceeds $700million as of the prior
June30th, in which case we would no longer
be an emerging growth company as of the following December31. We cannot predict whether investors will find our securities less
attractive because we will rely on these exemptions. If some investors find our securities less attractive as a result of our reliance
on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading
market for our securities and the trading prices of our securities may be more volatile.
67
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-emerginggrowth
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 RegulationS-K.Smaller reporting companies
may take advantage of certain reduced disclosure obligations, including, among other things, providing only twoyears of audited
financial statements. We will remain a smaller reporting company until the lastday of the fiscal year in which (i)the market
value of our ordinary shares held by non-affiliatesequals or exceeds $250million as of the end of the prior June30thor
(ii)our annual revenues equaled or exceeded $100million during such completed fiscal year and the market value of our ordinary
shares held by non-affiliatesequals or exceeds $700million as of the end of the prior June30th.
To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with
other public companies difficult or impossible.
**
*Compliance obligations under theSarbanes-OxleyAct
may make it more difficult for us to effectuate our business combination, require substantial financial and management resources, and
increase the time and costs of completing our initial business combination.*
Section404 of the Sarbanes-OxleyAct
requires that we evaluate and report on our system of internal controls beginning with our Annual Report on Form10-Kfor the
year ending December31, 2026. Only in the event we are deemed to be a large accelerated filer or an accelerated filer 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-OxleyAct particularly burdensome for us as compared to other public companies
because a target business with which we seek to complete our business combination may not be in compliance with the provisions of the
Sarbanes-OxleyAct regarding adequacy of its internal controls. The development of the internal control of any such entity to achieve
compliance with the Sarbanes-OxleyAct may increase the time and costs necessary to complete any such acquisition.
**
*Our amended and restated memorandum and articles of association
provide that the courts of the Cayman Islands will be the exclusive forums for certain disputes between us and our shareholders, which
could limit our shareholders ability to obtain a favorable judicial forum for complaints against us or our directors, officers
or employees.*
Our amended and restated memorandum and articles
of association provide that unless we consent in writing to the selection of an alternative forum, the courts of the Cayman Islands shall
have exclusive jurisdiction over any claim or dispute arising out of or in connection with our amended and restated memorandum and articles
of association or otherwise related in any way to each shareholders shareholding in us, including but not limited to (i)any
derivative action or proceeding brought on our behalf, (ii)any action asserting a claim of breach of any fiduciary or other duty
owed by any of our current or former directors, officers or other employees to us or our shareholders, (iii)any action asserting
a claim arising pursuant to any provision of the Companies Law or our amended and restated memorandum and articles of association, or
(iv)any action asserting a claim against us governed by the internal affairs doctrine (as such concept is recognized under the
laws of the UnitedStates of America) and that each shareholder irrevocably submits to the exclusive jurisdiction of the courts
of the Cayman Islands over all such claims or disputes. 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. The forum selection provision
in our amended and restated memorandum and articles of association will not apply to actions or suits brought to enforce any liability
or duty created by the Securities Act, ExchangeAct or any claim for which the federal district courts of the UnitedStates
of America are, as a matter of the laws of the UnitedStates of America, the sole and exclusive forum for determination of such
a claim.
68
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
Not applicable.
ITEM 1C. CYBERSECURITY
We are a special purpose acquisition company with no business operations. Since the Offering, our sole business activity has been identifying and evaluating suitable acquisition transaction candidates. Therefore, we do not consider that we face significant cybersecurity risk.
We have not adopted any cybersecurity risk management program or formal processes for assessing cybersecurity risk. Our management is generally responsible for assessing and managing any cybersecurity threats. If and when any reportable cybersecurity incident arises, our management shall promptly report such matters to our board of directors for further actions, including regarding the appropriate disclosure, mitigation, or other response or actions that the board deems appropriate to take.
As of the date of this report, we have not encountered any cybersecurity incidents since the Offering.
ITEM 2. PROPERTY
We currently maintain our executive offices at
900 Third Avenue, 18thFloor, NewYork, NY10022. The cost for our use
of this space is included in the $30,000 per month fee we pay to KingsRock Advisors, LLC, an affiliate of our sponsor, for office space,
utilities and secretarial and administrative services. We consider our current office space adequate for our current operations.
ITEM 3. LEGAL PROCEEDINGS
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
69
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
Our Units, Ordinary Shares, and Warrants are
each traded on the New York Stock Exchange (NYSE) under the symbols VACI.U, VACI, and VACI
WS respectively. Our units commenced public trading on October 31, 2025, and our Ordinary Shares and Warrants commenced separate
trading on November 20, 2025.
Holders
As of March 17, 2026, we had one holder of
record of our Class A ordinary shares, one holder of record of our Class B ordinary shares, four holders of record of our units and one
holder 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. The payment of cash dividends in the future will be dependent upon our revenues
and earnings, if any, capital requirements and general financial condition and will be within the discretion of our board of directors.
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.
Unregistered Sale of Equity Securities and
Use of Proceeds
On July24, 2025,
the Company issued an aggregate of 7,666,667 founder shares, in exchange for a $25,000 payment (approximately $0.00326 per share) from
the sponsor to cover certain expenses on behalf of the Company. The sponsor has agreed to forfeit up to an aggregate of 1,000,000 founder
shares to the extent that the over-allotment option is not exercised in full by the underwriters so that the founder shares represent
25% of the Companys issued and outstanding shares after the Offering. On November 3, 2025, the underwriters exercised their over-allotment
option in full as part of the closing of the Offering. As such, the 1,000,000 founder shares are no longer subject to forfeiture. The
foregoing issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
Certain of the Strategic
Partners and Senior Advisors invested in KingsRock Viking Acquisition, LLC, and through it, indirectly in the sponsor, thereby sharing
in the appreciation of founder shares and private placement units held by the sponsor, provided that the Company successfully complete
a business combination. However, such parties will have no right to control KingsRock Viking Acquisition, LLC or the sponsor or participate
in any decision regarding the disposal of any security held by the sponsor prior to the consummation of a business combination. In addition,
each of the Companys four independent directors have purchased membership interests in KingsRock Viking Acquisition, LLC for $187
which will provide them with an indirect interest in 50,000 founder shares. In addition, one of the independent directors has purchased
two other membership interests in KingsRock Viking Acquisition, LLC one that he purchased for $250 which will provide him with
an indirect interest in 66,666 founder shares, and the other that he purchased for $50,000 which will provide him with an indirect interest
in 5,000 private placement units. None of the independent directors will have a right to control either KingsRock Viking Acquisition,
LLC or the sponsor or participate in any decision regarding the disposal of any security held by the sponsor, or otherwise, prior to
the consummation of a business combination.
70
Simultaneously with
the closing of the Offering, the Company consummated the sale of an aggregate of 660,000 private placement units at a price of $10.00
per private placement unit, generating gross proceeds of $6,600,000. Each private placement unit consists of one Class A ordinary share
and one-third of one private placement warrant. Of those 660,000 private placement units, the sponsor purchased 350,000 private placement
units, and Cohen purchased 310,000 private placement units. The foregoing issuance was made pursuant to the exemption from registration
contained in Section 4(a)(2) of the Securities Act.
The private placement
warrants are identical to the public warrants underlying the units sold in the Offering, except that the private placement warrants are
not transferable, assignable or salable until after the completion of a business combination, subject to certain limited exceptions.
Of the gross proceeds
received from the Offering and the proceeds of the sale of the private placement units, an aggregate of $230,000,000 was placed in the
Trust Account.
We paid a total of $14,339,392,
consisting of $5,175,000 of cash underwriting fee (net of $575,000 underwriters reimbursement), $9,200,000 of deferred underwriting
fee, and $539,392 of other offering costs.
Repurchases
None.
ITEM 6. [RESERVED]
71
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 Annual Report
on Form 10-K. Certain information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual
results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those
set forth under Special Note Regarding Forward-Looking Statements, Item 1A. Risk Factors and elsewhere in
this Annual Report on Form 10-K.
Overview
We are a blank check company incorporated in
the Cayman Islands on July24, 2025 formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition,
share purchase, reorganization or other similar Business Combination with one or more businesses. We intend to effectuate our Business
Combination using cash derived from the proceeds of the Offering and the sale of the private placement units, our shares, debt or a combination
of cash, shares and debt.
We expect to continue to incur significant costs
in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful.
Results of Operations
We have neither engaged in any operations nor
generated any revenues to date. Our only activities from July24, 2025 (inception) through December 31, 2025 were organizational
activities, those necessary to prepare for the Offering, described below, and identifying a target company for a Business Combination.
We do not expect to generate any operating revenues until after the completion of our Business Combination. Subsequent to the Offering,
we generate non-operating income in the form of interest income on marketable securities held in the Trust Account. We incur expenses
as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence
expenses.
For the period from July24, 2025 (inception)
through December 31, 2025, we had a net income of $207,678, which consisted of interest earned on marketable securities held in Trust
Account of $1,376,013, unrealized gain on marketable securities held in Trust Account of $91,876 offset by, compensation expense of $1,023,997
and $236,214 of general and administrative costs.
Liquidity and Capital Resources
On November 3, 2025, we consummated the Offering
of 23,000,000 Units, which includes the full exercise by the underwriters of their over-allotment option of 3,000,000 Units, at $10.00
per Unit, generating gross proceeds of $230,000,000. Simultaneously with the closing of the Offering, we consummated the sale of an aggregate
of 660,000 private placement units at a price of $10.00 per private placement unit, generating gross proceeds of $6,600,000. Of those
660,000 private placement units, the Sponsor purchased 350,000 private placement units, and Cohen, the representative of the underwriters
purchased 310,000 private placement units.
For the period from July24, 2025 (inception)
through December31, 2025, net cash used in operating activities was $280,169. Net income of $207,678 was offset by share-based
compensation expense of $1,023,997, payment of general and administrative costs through advances from related party of $12,420, formation
costs paid through promissory note - related party of $4,697, interest earned on marketable securities of $1,376,013, unrealized gain
on marketable securities held in Trust Account $91,876 and changes in operating assets and liabilities, which used $61,072 of cash from
operating activities.
Following the Offering, the full exercise of
the over-allotment option, and the sale of the Units, a total of $230,000,000 was placed in the Trust Account. We incurred $14,339,392,
consisting of $5,175,000 of cash underwriting fee (net of $575,000 underwriters reimbursement), $9,200,000 of deferred underwriting
fee, and $539,392 of other offering costs.
72
At December 31, 2025, we had cash and marketable
securities held in the Trust Account of $231,467,889 (including approximately $1,376,013 of interest income and $91,876 of unrealized
gain). We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned
on the Trust Account, which interest shall be net of taxes payable and excluding deferred underwriting commissions, to complete our Business
Combination. We may withdraw interest from the Trust Account to pay taxes, if any. To the extent that our share capital or debt is used,
in whole or in part, as consideration to complete a 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.
At December 31, 2025, we had cash of $1,277,337
held outside of the Trust Account. 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, 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 units of the post Business Combination entity at a price of $10.00 per unit at
the option of the lender. The units would be identical to the private placement units.
We do not believe we will need to raise additional
funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target
business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so,
we may have insufficient funds available to operate our business prior to our Business Combination. Moreover, we may need to obtain additional
financing either to complete our Business Combination or because we become obligated to redeem a significant number of our Public Shares
upon consummation of our Business Combination, in which case we may issue additional securities or incur debt in connection with such
Business Combination.
Off-Balance Sheet Arrangements
We have no obligations, assets or liabilities,
which would be considered off-balance sheet arrangements as of 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 an affiliate of the Sponsor $30,000 per
month for office space, utilities and secretarial and administrative support services provided to members of the management team.
The Company granted the underwriters a 45-day
option from the date of the Offering to purchase up to 3,000,000 additional Unitsto cover over-allotments, if any, at the Offering
price less the underwriting discounts and commissions. On November 3, 2025, the underwriters elected to fully exercise their over-allotment
option to purchase an additional 3,000,000 Units at a price of $10.00 per Unit.
73
Critical Accounting Estimates
The preparation of condensed financial statements
and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management
to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities
at the date of the financial statements, and income and expenses during the periods reported. Making estimates requires management to
exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of
circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change
in the near term due to one or more future confirming events. Accordingly, the actual results could materially differ from those estimates.
As of December 31, 2025, we had critical accounting estimates in respects to the valuation of the Warrants at the Initial Public Offering
and fair value of share-based compensation.
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 incorporated 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 Chief Executive Officer and Chief Financial 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 Chief Executive Officer
and Chief Financial 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, Accordingly, management believes that the financial statements included in this Annual Report present
fairly in all material respects our financial position, results of operations and cash flows for the period presented.
Managements Report on Internal Controls
Over Financial Reporting
This Annual Report on Form 10-K does not include
a report of managements assessment regarding internal control over financial reporting or an attestation report of our independent
registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control
over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal
quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
None.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS
THAT PREVENT INSPECTIONS
Not applicable.
74
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF
THE REGISTRANT
Directors and Executive Officers
Our current directors and executive officers are
as follows:
|
Name |
|
Age |
|
Position | |
|
N. Hkan Wohlin |
|
60 |
|
Chief Executive Officer and Director | |
|
Louis Jaffe |
|
57 |
|
Chairman of the Board of Directors | |
|
Gil Ottensoser |
|
55 |
|
Chief Financial Officer and Director | |
|
Philipp von Girsewald |
|
55 |
|
Chief Strategy Officer | |
|
Dr. Josef Ackermann |
|
78 |
|
Director | |
|
Yassine Bouhara |
|
58 |
|
Director | |
|
Fred Brettschneider |
|
60 |
|
Director | |
|
Seth Waugh |
|
67 |
|
Director | |
Hkan Wohlin
Hkan Wohlin serves as our Chief Executive Officer.
Mr.Wohlin has served as Founder and Managing Partner of KingsRock since 2016. He brings over three decades of global experience
in financial services, with deep expertise in capital markets, mergers and acquisitions, and complex capital solutions. His career has
spanned origination, underwriting, distribution, and special situations across all industries and continents.
Prior to founding KingsRock, Mr.Wohlin spent
13 years at Deutsche Bank, from 2002 to 2015, including as Global Head of Debt Origination, where he led one of the worlds leading
debt underwriting franchises. Under his leadership, the team raised capital for corporate, financial, and public sector clients. During
this time, Deutsche Bank earned the prestigious IFR Global Bond House Award in 2011, 2012 and 2013. Earlier in his career, Mr.Wohlin
was Deutsche Banks Head of European Capital Markets Origination, overseeing structured finance, public and private capital raising,
and multi-assetsolutions across rates, credit, foreign exchange (FX), and commodities.
Mr.Wohlin began on Wall Street in energy trading
before moving into the financial analytics and structured transaction group (FAST) and subsequently into Capital Markets at Bear Stearns
& Co. He started in the early 1990s at Bear Stearns & Co and worked there until the late 1990s in capital markets, covering U.S.
Energy, Financials and Industrials, based in New York. Between 1999 and 2002 he was EVP Business and Corporate Development at Corechange,
a software company, based in New York and Boston.
Beyond his professional work, Mr.Wohlin serves
in various advisory and trustee capacities. He is a Member of the Vestry and Investment Committee of St. Johns Episcopal Church
in Southampton, New York. He is on the board of the Swedish American Chamber of Commerce, New York. He is a long-timemember of The
University Club in New York. He previously served as Vice Chairman of the International Capital Markets Association (ICMA) and was a Trustee
of the Kent School in Connecticut.
He earned an MS in Business Administration from
Stockholm University and pursued graduate studies in Economics at Harvard University.
75
Louis Jaffe
Louis Jaffe serves as our Chairman. Mr.Jaffe
has served as the Co-Founderand Managing Partner of KingsRock since 2020. He brings over three decades of experience in global financial
markets, with a focus on fixed income, structured solutions, and macro investing. From 2015 to 2019, Mr.Jaffe was Co-Founderand
President of Montrock48 Capital, an alternative asset manager specializing in discretionary global macro strategies.
Before Montrock48 Capital, Mr.Jaffe spent
24 years at Deutsche Bank, where he held several senior leadership roles. From 2008 to 2015, he led Deutsche Banks Institutional
Client Group Debt Americas, overseeing a team of approximately 200 professionals responsible for distributing fixed income products including
credit, emerging markets, securitized products, FX, interest rate, and listed derivatives. Earlier, he served as Head of the Integrated
Credit Sales Group. Mr.Jaffe was a member of multiple executive committees at Deutsche Bank, including the North America Corporate
Banking and Securities Executive Committee, the Institutional Client Group Global Executive Committee, and the Global Fixed Income, Currencies
and Commodities Executive Committee.
In 1991, he began his career at Bankers Trust as
part of the credit derivatives group, continuing through its acquisition by Deutsche Bank in 1999. He also serves as President of the
Board of JCCA, chairs its Investment Committee, and is a member of the UJA Wall Street Strategic Council.
Mr.Jaffe earned a BA in Political Science
and Psychology from Syracuse University.
Gil Ottensoser
Gil Ottensoser serves as our Chief Financial Officer
and a director. Mr.Ottensoser also serves as Managing Director at KingsRock. He brings over 25 years of experience in SPAC banking
and capital markets and is widely recognized in the SPAC ecosystem. His career spans underwriting, advisory, and capital raising across
numerous SPAC IPOs and business combinations.
Prior to joining KingsRock, Mr.Ottensoser
led Roth Capital Partners SPAC Investment Banking effort as Managing Director from 2023 to 2025, where he was responsible for the
firms SPAC agency underwriting and banking platform. From 2018 to 2023, he served as Managing Director and Head of SPAC Banking
and Capital Markets at BTIG, where he was tasked with building, sourcing, capital raising, and overseeing the firms SPAC Banking
strategy and execution. Earlier, Mr.Ottensoser spent several years at Deutsche Bank, from 2007 to 2013, where he held multiple senior
roles including Managing Director, Head of Global SPAC Sales and Distribution, and Head of North American Capital Introduction. He began
his SPAC-focusedcareer in 2002 as Co-Founderof Legend Merchant Group in, one of the early and active SPAC underwriters and
SPAC market participants.
Mr.Ottensoser earned a BA in Economics from
Queens College and an MBA from New York Universitys Stern School of Business.
Philipp von Girsewald
Philipp von Girsewald has served as our Chief Strategy
Officer since September 2025. Mr.von Girsewald serves as Managing Director at KingsRock, bringing over 25 years of experience in
M&A, FinTech, and banking, having started with KingsRock as a Senior Advisor in April 2024. He has provided strategic leadership,
transaction structuring and innovation across global financial markets. His leadership has also extended to board roles influencing governance
and growth strategies across multiple sectors and regions. In March 2025, Mr.von Girsewald founded Deposit Coin Inc., an infrastructure
provider for the next generation of stablecoins, and he currently serves as its President and Chief Executive Officer. He is also since
March 2024, the Chief Executive Officer of Girsewald Consult LLC. In addition, he is a member of the Supervisory Board of niiio finance
group AG. Prior to joining KingsRock, Mr.von Girsewald served as the Head of Digital Financial Services at NAX Group Inc. between
September 2022 and December 2023. He also was the President & Chief Executive Officer of Omni Financial Technology LLC, from November
2023 to May 2025. Before his tenure at NAX Group Inc., he founded and led the U.S. operations of Raisin GmbH (previously Deposit Solution
GmbH), a European FinTech company, from April 2018 to September 2022, building the operations and platform. There, he served as the President
and Chief Executive Officer of Deposit Solutions LLC from December 2018 to September 2022, as well as the President and Chief Executive
Officer of Savebetter LLC between July 2019 and September 2022. Prior to building Raisin US, he spent 20 years between May 1998 and March
2018 at Deutsche Bank in Germany and New York, where he held several senior roles including Global Head of Corporate M&A, Global Head
of Regulatory Strategy, and Head of Corporate Investments Americas. He served on the Executive Committee Americas, Deutsche Banks
Group Investment Committee and its Group Regulatory Committee. He executed and oversaw various transactions as well as portfolios in venture capital, private equity, and institutional
funds. Mr.von Girsewald holds a degree in Economics from the University of Bonn and served as a lieutenant in the German army. His
international experience across Germany, Spain, and the U.S. provides him with deep cross-borderinsights and a disciplined approach
to strategy and execution.
76
Dr. Josef Ackermann
Dr. Josef Ackermann serves as our director upon
completion of the Offering. Dr. Ackermann has served as Chairman of the KingsRock advisory board since 2025 and has been a Senior Advisor
at KingsRock since 2020. Dr. Ackermann is a Swiss banker and former executive with a distinguished career spanning over four decades in
global finance. Most recently, he served as Chairman of the Board of Directors at Zurich Insurance Group from 2012 to 2013 and held prominent
board roles including Vice-Chairmanof Siemens AG, Director at Royal Dutch Shell plc, and Vice-Chairmanof the Foundation Board
of the World Economic Forum. He also chaired the Institute of International Finance (IIF), where he played a pivotal role in navigating
the global financial crisis and the Eurozone debt crisis.
From 2002 to 2012, Dr. Ackermann led Deutsche Bank
AG as Chairman of the Management Board and the Group Executive Committee, after serving as its Spokesman. During his tenure, Deutsche
Bank rose to the top ranks of global investment banking and successfully weathered the 2007 financial crisis. He originally joined Deutsche
Banks Management Board in 1996, overseeing the investment banking division.
Dr. Ackermann began his banking career in 1977 at
Schweizerische Kreditanstalt (SKA), which later became Credit Suisse. He was appointed to its Executive Board in 1990 and became its President
in 1993.
Dr. Ackermann holds a Doctorate in Economics and
Social Sciences from the University of St. Gallen in Switzerland.
Yassine Bouhara
Yassine Bouhara serves as our director upon completion
of the Offering. Mr.Bouhara has served as a Senior Advisor to KingsRock in Global Equity Markets, Corporate Finance, and M&A,
with focus in Europe, Middle East and Africa since 2021. Since 2014, Mr.Bouhara is the Founder and Chairman of Tell Group, a regulated
financial firm active in corporate finance, asset management, and private equity. With a career spanning over three decades, Mr.Bouhara
has held senior leadership roles at major global financial institutions, including UBS, Deutsche Bank, and Merrill Lynch. His expertise
covers equities, derivatives, structuring, and emerging markets.
Prior to founding Tell Group in 2014, Mr.Bouhara
served as CEO of Emerging Markets and co-GlobalHead of Securities at UBS Investment Bank from 2010 to 2012. He previously held various
roles at Deutsche Bank from 1996 to 2010 including Global Head of Equities, Head of Global Markets EMEA and Structuring, Global Head of
Equities, and Global Head of Equity Derivatives. His early career included roles in equity derivatives trading at Merrill Lynch and market
making at QT Optec-Servisenin Switzerland. He has served on the boards of Bankers Trust International in London and Nasdaq Dubai
and is Vice President of the CACI in France and a member of the Algerian Business Council at the Dubai Chamber.
Mr.Bouhara holds a MS degree in Commercial
and Industrial Sciences from Universit de Genve HEC.
Fred Brettschneider
Fred Brettschneider serves as our director upon
completion of the Offering. Mr.Brettschneider has served as a Senior Advisor to KingsRock in Credit, Special Situations, Structured
Finance and Alternative Asset Managers since 2023. Mr.Brettschneider was most recently a Founding Partner and President of LibreMax
Capital, an asset management firm that specializes in Structured Products, from 2010 to 2023. As President, Mr.Brettschneider was
responsible for all non-investmentactivity. He was the chairman of LibreMaxs Risk Management and Valuation Committees and
a key member of its Investment Committee.
Prior to co-foundingLibreMax in 2010, Mr.Brettschneider
was Head of Global Markets Americas at Deutsche Bank, where he was responsible for managing the debt and equity businesses in
the Americas and supervising a staff of over 2,000 people. He was also a member of Deutsche Banks Global Markets Executive Committee,
which served as the governing body for Deutsche Banks Global Markets risk management. From 2003 to 2008, Mr.Brettschneider was Head of Institutional Client Coverage
for all products in the Americas. He joined Deutsche Bank in 2000, as the Head of ABS Trading and Syndicate.
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Prior to joining Deutsche Bank, Mr.Brettschneider
was Global Head of ABS Trading and the Co-Headof MBS Trading at Credit Suisse First Boston where he worked from 1993 to 2000. He
began his career at The Bank of Nova Scotia in Toronto in 1989.
Mr.Brettschneider is a board member of the
Deans Global Council of the Schulich School of Business.
Mr.Brettschneider holds a BA from the University
of Toronto, an MBA from the Schulich School of Business, and an MS in Economics from the London School of Economics. He is also a Chartered
Financial Analyst (CFA) charter holder.
Seth Waugh
Seth Waugh serves as our director upon completion
of the Offering. Mr.Waugh is Chairman of Rafferty Holdings, LLC and Vice Chairman of Arax Investment Partners. Prior to joining
Rafferty and Arax, from August 2018 to June 2024, Mr.Waugh was the Chief Executive Officer of the PGA of America, guiding the business
and overall strategy of one of the worlds largest sports organizations, serving its more than 31,000 PGA Professionals.
Before joining the PGA of America, Mr.Waugh
previously served as Managing Director at Silver Lake in 2018 and continues as a Senior Advisor. In 2016, he was appointed Non-ExecutiveChairman
of Alex. Brown. Mr.Waugh spent 13 years at Deutsche Bank, including 10 years as Chief Executive Officer of the Americas. He also
served as Deutsche Bank Americas Advisory Board Chairman until 2017. A former Chief Executive Officer of Quantitative Financial Strategies,
Mr.Waugh also spent 11 years at Merrill Lynch, culminating as Global Debt Markets Co-Head. He previously managed Salomon Brothers
Corporate Bond and International Trading desks.
Mr.Waugh sat on the Board of Directors for
the International Golf Federation, World Golf Foundation, Official World Golf Ranking, and is currently on the board for Franklin
Resources, Inc. and Yext. He also serves on Workday, Inc.s Advisory Board, as well as the Cabot Advisory Board. Mr.Waugh
served on the FINRA board. His philanthropy includes serving as Chairman of the West Palm Beach Golf Park and Honorary Chair of the National
Links Trust. In the past, he was on the boards of the World Trade Center Memorial Foundation; RISE; Childrens Healthcare Charity;
YMCA of Greater New York; Multiple Sclerosis Society of Greater New York; Executive Committee of Partnership for New York City; St. Vincents
Services of Brooklyn; Local Initiatives Support Corporation; and Harlem Village Academies. He was the Lawrenceville School Board President
and a Wake Forest University Trustee. For years, he championed the Women on Wall Street Conference. He was also a Captains Club Special
Advisor for The Memorial Tournament.
In 2022, Mr.Waugh was honored by March of
Dimes with the Sports Leadership Award. Also in 2022, Mr.Waugh was recognized by the One Hundred Black Men of New York with the
Judge Robert Mangum Diversity Champion Award for his groundbreaking work in sports. In 2024, Mr.Waugh received the MGWA Paul Dillon
Distinguished Service Award, which recognizes individuals, as well as organizations, for their contributions and service to golf.
Mr.Waugh holds a B.A. in Economics and English
from Amherst College.
Number and Terms of Office of Officers and Directors
We currently have seven directors on our board of
directors. 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-yearterm. The term of office of
the first class of directors, consisting of Messrs. Ackermann, Waugh and Brettschneider, will expire at our first annual general meeting.
The term of office of the second class of directors, consisting of Messrs. Bouhara and Ottensoser, will expire at the second annual general
meeting. The term of office of the third class of directors, consisting of Messrs. Wohlin and Jaffe, will expire at the third annual general
meeting. We may not hold an annual general meeting until after we consummate our initial business combination. In accordance with NYSE
corporate governance requirements, we are not required to hold an annual general meeting until one year after our first fiscal year end
following our listing on NYSE. Holders of our founder shares will have the right to vote to appoint and remove all of our directors prior
to consummation of our initial business combination and holders of our public shares will not have the right to vote on the appointment or removal of directors during
such time. These provisions of our amended and restated memorandum and articles of association may only be amended if approved by a special
resolution passed by a majority of at least 90% (or, where such amendment is proposed in respect of the consummation of our initial business
combination, two-thirds) of our ordinary shares voting at the applicable general meeting.
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Approval of our initial business combination will
require the affirmative vote of a majority of our board of directors, which must include a majority of our independent directors and each
of the non-independentdirectors nominated by our sponsor.
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 persons to the offices set forth in our amended and restated memorandum and articles of association as it deems appropriate.
Our amended and restated memorandum and articles of association provide that our officers may consist of any Chairman or co-Chairmanof
the Board, a Vice Chairman of the Board, a Chief Executive Officer, a President, a Chief Financial Officer, a Secretary, a Treasurer,
Vice Presidents, one or more assistant Vice Presidents, one or more assistant Treasurers, one or more assistant Secretaries and such other
officers as may be determined by the board of directors.
Director Independence
So long as we maintain listing for our securities
on NYSE, a majority of our board of directors generally must be independent, subject to certain limited exceptions set forth under the
rules of NYSE. An independent director is defined generally as a person other than an officer or employee of the company
or its subsidiaries or any other individual having a relationship which in the opinion of the companys board of directors, would
interfere with the directors exercise of independent judgment in carrying out the responsibilities of a director. Our board of
directors has determined that Messrs. Waugh, Bouhara and Brettschneider and Dr.Ackermann will each be an independent director
as defined in the NYSE listing standards and applicable SEC rules.
Officer and Director Compensation
None of our officers or directors have received
any cash compensation for services rendered to us as of the date of this Annual Report. Our audit committee will review on a quarterly
basis all payments that were made to our sponsor, executive officers or directors, or our or their affiliates (which includes KingsRock
Viking Acquisition, LLC and KingsRock Advisors, LLC). Any such payments prior to an initial business combination will be made from funds
held outside the trust account. Other than quarterly audit committee review of such reimbursements, we do not expect to have any additional
controls in place governing our reimbursement or payments to our directors and executive officers for their out-of-pocketexpenses
incurred in connection with our activities on our behalf in connection with identifying and consummating an initial business combination.
We are not prohibited from paying any fees (including
advisory fees), reimbursements or cash payments to our sponsor, officers or directors, or our or their affiliates (which includes KingsRock
Viking Acquisition, LLC and KingsRock Advisors, LLC), for services rendered to us prior to or in connection with the completion of our
initial business combination, including the following payments, all of which, if made prior to the completion of our initial business
combination, will be paid from funds held outside the trust account:
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| repayment of up to an aggregate of $100,000 in loans made to us by our sponsor to cover offering-relatedand organizational expenses; | |
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| reimbursement to an affiliate of the managers of our sponsor, which is also one of our promoters, KingsRock, in an amount up to $30,000
per month for office space, utilities and secretarial and administrative support made available to us; | |
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| at the closing of our initial business combination, payment of a finders fee, advisory fee, consulting fee or success fee for
any services they render in order to effectuate the completion of our initial business combination; | |
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| reimbursement for any out-of-pocketexpenses related to identifying, investigating and completing an initial business combination;
and | |
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| repayment of loans which may be made by our sponsor or an affiliate of our sponsor or our officers and directors to finance transaction
costs in connection with an intended initial business combination, the terms of which have not been determined nor have any written agreements
been executed with respect thereto. Up to $1,500,000 of such loans may be convertible into private placement units, at a price of $10.00
per unit at the option of the lender. | |
Except for the foregoing, the terms of such loans,
if any, have not been determined and no written agreements exist with respect to such loans.
Although we are not paying any compensation to our
independent directors for their services as a director, each of our four independent directors have purchased membership interests in
KingsRock Viking Acquisition, LLC for $187 which will provide them with an indirect interest in 50,000 founder shares. In addition, Mr.Brettschneider
as purchased two other membership interests in KingsRock Viking Acquisition, LLCone that he purchased for $250 which
will provide him with an indirect interest in 66,667 founder shares, and the other that he purchased for $50,000 which will provide him
with an indirect interest in 5,000 private placement units.
In addition, we have agreed, pursuant to the administrative
services and indemnification agreement with an affiliate of the managers of our sponsor, KingsRock, relating to the monthly reimbursement
for office space and administrative services described above, that we will indemnify it from any claims arising out of or relating to
our Offering or the companys operations or conduct of the companys business (including our initial business combination)
or any claim against it alleging any expressed or implied management or endorsement by it of any of the companys activities or
any express or implied association between it and the company or any of its affiliates, which agreement will provide that the indemnified
parties cannot access the funds held in our trust account. After the completion of our initial business combination, directors or members
of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will
be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer documents (as applicable)
furnished to our shareholders in connection with a proposed business combination. We have not established any limit on the amount of such
fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation
will be known at the time of the proposed business combination, because the directors of the post-combinationbusiness 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.
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.
Committees of the Board of Directors
Our board of directors has two standing committees:
an audit committee and a compensation committee. Subject to phase-inrules and certain limited exceptions, NYSE rules and Rule10A-3of
the ExchangeAct require that the audit committee of a listed company be comprised solely of independent directors. In addition,
NYSE rules generally require that the compensation committee of a listed company be comprised solely of independent directors, subject
to certain limited exceptions set forth thereunder.
*Audit Committee*
We have established an audit committee of the board
of directors. Messrs. Brettschneider, Ackermann and Waugh serve as members of our audit committee. Under NYSEs 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, subject
to the exception described below. Messrs. Brettschneider, Ackermann and Waugh are each independent.
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Mr.Brettschneider will serve as chair of the
audit committee. Each member of the audit committee is financially literate and our board of directors has determined that Mr.Brettschneider
qualifies as an audit committee financial expert as defined in applicable SEC rules.
We adopted an audit committee charter, which details
the principal functions of the audit committee, including, among other things:
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| 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; | |
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| the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm
engaged by us; | |
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| pre-approvingall audit and permitted non-auditservices to be provided by the independent registered public accounting
firm engaged by us, and establishing pre-approvalpolicies and procedures; | |
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| setting clear hiring policies for employees or former employees of the independent registered public accounting firm, including but
not limited to, as required by applicable laws and regulations; | |
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| setting clear policies for audit partner rotation in compliance with applicable laws and regulations; | |
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| obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (i)the
independent registered public accounting firms internal quality-controlprocedures, (ii)any material issues raised by
the most recent internal quality-controlreview, or peer review, of the audit firm, or by any inquiry or investigation by governmental
or professional authorities within the preceding fiveyears respecting one or more independent audits carried out by the firm and
any steps taken to deal with such issues and (iii)all relationships between the independent registered public accounting firm and
us to assess the independent registered public accounting firms independence; | |
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| 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; | |
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| reviewing and approving any related party transaction required to be disclosed pursuant to Item404 of RegulationS-Kpromulgated
by the SEC prior to us entering into such transaction; and | |
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| reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory
or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports
that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards
or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities. | |
*Compensation Committee*
We have established a compensation committee of
the board of directors. Messrs. Bouhara, Brettschneider and Waugh serve as members of our compensation committee. Mr.Bouhara serves
as the chair of the compensation committee.
We adopted a compensation committee charter, which
details the principal functions of the compensation committee, including, among other things:
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| reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officers compensation,
if any is paid by us, 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; | |
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| reviewing and approving on an annual basis the compensation, if any is paid by us, of all of our other officers; | |
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| reviewing on an annual basis our executive compensation policies and plans; | |
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| implementing and administering our incentive compensation equity-basedremuneration plans; | |
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| assisting management in complying with our proxy statement and annual report disclosure requirements; | |
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| approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers
and employees; | |
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| if required, producing a report on executive compensation to be included in our annual proxy statement; and | |
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| reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. | |
The charter also provides that the compensation
committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other advisor and will
be directly responsible for the appointment, compensation and oversight of the work of any such advisor. However, before engaging or receiving
advice from a compensation consultant, external legal counsel or any other advisor, the compensation committee will consider the independence
of each such advisor, including the factors required by NYSE and the SEC.
Clawback Policy
We have adopted a compensation recovery policy that
is compliant with NYSE listing rules as required by the Dodd-FrankAct.
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 NYSE rules. In accordance with
Rule303A.02 of the NYSE rules, a majority of the independent directors may recommend a director nominee for selection by the board
of directors. The board of directors believes that the independent directors can satisfactorily carry out the responsibility of properly
selecting or approving director nominees without the formation of a standing nominating committee. The directors who will participate
in the consideration and recommendation of director nominees will initially be Messrs. Waugh, Bouhara and Brettschneider and Dr.Ackermann,
and upon selection of an additional independent director following the consummation of our Offering will include such additional director.
In accordance with Rule303A.02 of the NYSE rules, Messrs. Waugh, Bouhara and Brettschneider and Dr.Ackermann are independent.
As there is no standing nominating committee, we do not have a nominating committee charter in place.
We have not formally established any specific, minimum
qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees
for director, our board of directors considers educational background, diversity of professional experience, knowledge of our business,
integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders. Prior to
our initial business combination, holders of our public shares will not have the right to recommend director candidates for nomination
to our board of directors.
Compensation Committee Interlocks and Insider Participation
None of our officers currently serves, or in the
past year has served, as a member of the board of directors or compensation committee of any entity that has one or more officers serving
on our board of directors.
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Code of Business Conduct and Ethics
We have adopted a code of ethics applicable to our
directors, officers and employees (Code of Ethics). We have filed a copy of our form Code of Ethics and our audit committee
and compensation committee charters as exhibits to this Annual Report. You will be able to review these documents by accessing our public
filings at the SECs web site at*www.sec.gov*. In addition, a copy of the Code of Ethics will be provided without charge
upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics, including any implicit
waiver from a provision of the Code of Ethics applicable to our principal executive officer, principal financial officer, principal accounting
officer or controller or persons performing similar functions requiring disclosure under applicable SEC or NYSE rules, in a Current Report
on Form8-K.
Insider Trading Policy
Subsequent
to the consummation of the Offering, we adopted an insider trading policy which requires insiders to (1) refrain from purchasing securities
during certain blackout periods and when they are in possession of any material non-public information and (2) clear all trades with
our legal counsel prior to execution. We cannot currently determine whether any of our insiders will make such purchased pursuant to
a Rule 10b5-1 plan, as that would be dependent on several factors, including but not limited to, the timing and size of any such purchase.
Depending on the circumstances, any of out insiders may decide to make purchases of our public shares pursuant to a Rule 10b5-1 plan
or may determine that acting pursuant to such a plan is not required under the Exchange Act; however, if the purchasers determine at
the time of any such purchases that the purchases are subject to such rules, the purchaser will comply with such rules.
Conflicts of Interest
Under Cayman Islands law, directors and officers
owe the following fiduciary duties:
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| duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole; | |
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| duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose; | |
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| duty to not improperly fetter the exercise of future discretion; | |
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| duty to exercise authority for the purpose for which it is conferred and a duty to exercise powers fairly as between different sections
of shareholders; | |
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| duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests;
and | |
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| duty to exercise independent judgment. | |
In addition to the above, directors also owe a duty
of care which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having both
the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried
out by that director in relation to the company and the general knowledge, skill and experience of that director.
As set out above, directors have a duty not to put
themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their
position at the expense of the company. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or
authorized in advance by the shareholders provided that there is full disclosure by the directors. This can be done by way of permission
granted in the amended and restated memorandum and articles of association or alternatively by shareholder approval at general meetings.
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Our management team is responsible for the
management of our affairs. 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, including KingsRock, of which Messrs. Wohlin and Jaffe are managing
partners, and Messrs.Ottensoser and von Girsewald is a Managing Director, 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 law: (i)no individual serving as a director or an
officer, among other persons, shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging
directly or indirectly in the same or similar business activities or lines of business as us, and (ii)we renounce any interest
or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which (a)may be a
corporate opportunity for any director or officer, on the one hand, and us, on the other or (b)the presentation of which would
breach an existing legal obligation of a director or officer to any other entity. In light of the significant financial investments
made and/or investments of time for which they are being compensated with founder shares by each of these individuals, which will be
rendered worthless if we do not consummate an initial business combination, we do not believe that the fiduciary duties or
contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination
as the economic incentives for these individuals to complete our initial business combination align with those of our public
shareholders.
KingsRock and its Strategic Partners and Senior
Advisors and their personnel, if any, may have a duty to offer acquisition opportunities to clients or other parties. To the fullest extent
permitted by law, such persons will have no duty to offer acquisition opportunities to the company unless presented to them solely in
their capacity as a director of the company and after they have satisfied any contractual and fiduciary obligations to other parties.
As a result, such persons may compete with us for
acquisition opportunities in the same industries and sectors as we may target for our initial business combination. Consequently, we may
be precluded from procuring such opportunities. In addition, investment ideas may be suitable both for us and for either KingsRock or
one of its Strategic Partners or Senior Advisors or any of their clients, and will be directed initially to such persons rather than to
us.
KingsRock will not be directing and managing our
activities, as that will be the responsibility of our board of directors and officers. In addition, our sponsor, officers, directors,
KingsRock and its Strategic Partners and Senior Advisors may participate in the formation of, or become an officer or director of, any
other blank check company prior to completion of our initial business combination. As a result, our sponsor, officers, directors, KingsRock
and its Strategic Partners and Senior Advisors could have conflicts of interest in determining whether to present business combination
opportunities to us or to any other blank check company with which they may become involved. KingsRock and its Strategic Partners and
Senior Advisors have complete discretion, subject to applicable fiduciary duties, as to which blank check company they choose to pursue
a business combination and the order in which they pursue business combinations for any of their existing or future blank check companies.
As a result, KingsRock and its Strategic Partners and Senior Advisors may pursue business combinations for blank check companies that
it has sponsored in any order, which could result in its more recent blank check companies completing business combinations prior to its
blank check companies that were launched earlier. There are no contractual obligations governing the allocation of opportunities among
the various blank check companies. Any determination as to which blank check company will pursue a particular acquisition target will
be made based on the circumstances of the particular situation, including but not limited to the relative sizes of the blank check companies
compared to the sizes of the targets, the need or desire for additional financings and the relevant experience of the directors, officers,
KingsRock and its Strategic Partners and Senior Advisors involved with a particular blank check company.
In light of the significant financial investments
made and/or investments of time for which they are being compensated with founder shares by each of these individuals, which will be rendered
worthless if we do not consummate an initial business combination, we do not believe that the fiduciary duties or contractual obligations
of our officers or directors will materially affect our ability to complete our initial business combination as the economic incentives
for these individuals to complete our initial business combination align with those of our public shareholders.
Potential investors should also be aware of the
following other potential conflicts of interest:
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| None of our officers or directors is required to commit his or her full time to our affairs and, accordingly, may have conflicts of
interest in allocating his or her time among various business activities. | |
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| In the course of their other business activities, our officers and directors may become aware of investment and business opportunities
which may be appropriate for presentation to us as well as the other entities with which they are affiliated. Our management may have
conflicts of interest in determining to which entity a particular business opportunity should be presented. | |
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| Our sponsor, officers and directors have agreed to waive their redemption rights with respect to any founder shares, private placement
shares and any public shares held by them in connection with the consummation of our initial business combination. Additionally, our sponsor,
officers and directors have agreed to waive their rights to liquidating distributions from the trust account with respect to any founder
shares or private placement units (and any securities underlying the private placement units) held by them if we fail to consummate our
initial business combination within the completion window. However, if our sponsor or any of our officers, directors or affiliates acquire
public shares after our Offering, they will be entitled to liquidating distributions from the trust account with respect to such public
shares if we fail to consummate our initial business combination within the completion window. If we do not complete our initial business
combination within such applicable time period, the proceeds of the sale of the private placement units held in the trust account will
be used to fund the redemption of our public shares, and the private placement warrants will expire worthless. With certain limited exceptions,
the founder shares will not be transferable, assignable or salable by our sponsor until the earlier of: (i)sixmonths following
the consummation of our initial business combination; or (ii)subsequent to the consummation of our initial business combination,
the date on which we consummate a transaction which results in all of our shareholders having the right to exchange their shares for cash,
securities, or other property subject to certain limited exceptions. With certain limited exceptions, the private placement warrants and
the ordinary shares underlying such warrants, will not be transferable, assignable or salable by our sponsor until 30 days after the completion
of our initial business combination. Since our sponsor, officers and directors will directly or indirectly own ordinary shares and warrants
following our Offering, our officers and directors may have a conflict of interest in determining whether a particular target business
is an appropriate business with which to effectuate our initial business combination and in negotiating or accepting the terms of the
transaction. Our sponsor and members of our management team will directly or indirectly own our securities following the Offering, and
accordingly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with
which to effectuate our initial business combination and in negotiating or accepting the terms of the transaction because of their financial
interest in completing an initial business combination within the completion window. Our sponsor have invested in us an aggregate of $3,525,000,
comprised of the $25,000 purchase price for the founder shares (or approximately $0.00326 per share) and the $3,500,000 purchase price
for the private placement units (or $10.00 per unit), which may be exercised on a cashless basis. 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 and if our sponsor were required to pay cash to exercise the private placement warrants contained in the private placement
units. | |
|
| In the event our sponsor or members of our management team provide loans to us to finance transaction costs and/or incur expenses
on our behalf in connection with an initial business combination, such persons may have a conflict of interest in determining whether
a particular target business is an appropriate business with which to effectuate our initial business combination and in negotiating or
accepting the terms of the transaction as such loans may not be repaid and/or such expenses may not be reimbursed unless we consummate
such business combination. Up to $1,500,000 of working capital loans made to us by the sponsor may be convertible into private placement
units of the post-businesscombination entity at a price of $10.00 per unit at the option of the lender. Such units would be identical
to the private placement units. 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. | |
85
|
| We will reimburse an affiliate of the managers of our sponsor, which is also one of our promoters, KingsRock, for office space, utilities
and secretarial and administrative support made available to us, in an amount up to $30,000 per month. | |
|
| We will reimburse the sponsor for any out-of-pocketexpenses related to identifying, investigating, negotiating and completing
an initial business combination. | |
|
| Our key personnel may negotiate employment or consulting agreements with a target business in connection with a particular business
combination. 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 to proceed with a particular business combination. | |
|
| Our key personnel may have a conflict of interest with respect to evaluating a particular business combination if the retention or
resignation of any such key personnel was included by a target business as a condition to any agreement with respect to our initial business
combination. | |
|
| Prior to or in connection with the completion of our initial business combination, there may be payment by the company to our sponsor,
officers or directors, or our or their affiliates (which includes KingsRock Viking Acquisition, LLC and KingsRock Advisors, LLC), of a
finders fee, advisory fee, consulting fee or success fee for any services they render in order to effectuate the completion of
our initial business, which, if made prior to the completion of our initial business combination, will be paid from funds held outside
the trust account. In addition, we have agreed, pursuant to the administrative services and indemnification agreement with an affiliate
of the managers of our sponsor, KingsRock, relating to the services described above, that we will indemnify it from any claims arising
out of or relating to our Offering or the companys operations or conduct of the companys business (including our initial
business combination) or any claim against it alleging any expressed or implied management or endorsement by it of any of the companys
activities or any express or implied association between it and the company or any of its affiliates, which agreement will provide that
the indemnified parties cannot access the funds held in our trust account. If we agree to pay our sponsor or a member of our management
team any such fee in order to effectuate the completion of our initial business combination, such persons may have a conflict of interest
in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination,
and in negotiating or accepting the terms of the transaction, as any such fee may not be paid unless we consummate such business combination.
See Risk Factors We may engage one or more affiliates of our sponsor, officers or directors or their respective affiliates
to provide additional services to us after the Offering, which may include acting as financial advisor in connection with 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 the Offering, including, for example, in connection with the sourcing and consummation of an initial business combination. | |
|
| We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or
directors; accordingly, such affiliated person(s) may have a conflict of interest in determining whether a particular target business
is an appropriate business with which to effectuate our initial business combination as such affiliated person(s) would have interests
different from our public shareholders and would likely not receive any financial benefit unless we consummated such business combination. | |
86
Below is a table summarizing the entities to which our officers and
directors currently have fiduciary duties or contractual obligations that may present a conflict of interest:
|
Name of Individual | |
Entity Name | |
Entitys Business | |
Affiliation | |
|
Hkan Wohlin | |
KingsRock Advisors, LLC | |
Financial | |
Founder, Managing Partner | |
|
Louis Jaffe | |
KingsRock Advisors, LLC | |
Financial | |
Co-Founder, Managing Partner | |
|
Gil Ottensoser | |
KingsRock Advisors, LLC | |
Financial | |
Managing Director | |
|
Philipp von Girsewald | |
KingsRock Advisors, LLC | |
Financial | |
Managing Director | |
|
|
niiio finance group AG | |
Financial | |
Supervisory Board Member | |
|
Dr.Josef Ackermann | |
KingsRock Advisors, LLC | |
Financial | |
Chairman of Advisory Board, Senior Advisor | |
|
Yassine Bouhara | |
KingsRock Advisors, LLC | |
Financial | |
Senior Advisor | |
|
| |
Tell Limited | |
Financial | |
Group Chairman | |
|
Fred Brettschneider | |
KingsRock Advisors, LLC | |
Financial | |
Senior Advisor | |
|
|
SEDA Experts, LLC | |
Consulting | |
Vice Chairman | |
|
Seth Waugh | |
Arax Investment Partners | |
Financial | |
Vice Chairman | |
|
| |
Franklin Resources, Inc. | |
Financial | |
Director | |
|
|
Yext | |
Technology | |
Director | |
|
| |
Rafferty Holdings, LLC | |
Financial | |
Chairman | |
Accordingly, if any of our officers or directors
becomes aware of a business combination opportunity which is suitable for one or more entities to which he or she has fiduciary, contractual
or other obligations or duties, he or she will honor these obligations and duties to present such business combination opportunity to
such entities first, and only present it to us if such entities reject the opportunity and he or she determines to present the opportunity
to us. 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.
In light of the significant financial investments
made and/or investments of time for which they are being compensated with founder shares by each of these individuals, which will be rendered
worthless if we do not consummate an initial business combination, we do not believe that the fiduciary duties or contractual obligations
of our officers or directors will materially affect our ability to complete our initial business combination as the economic incentives
for these individuals to complete our initial business combination align with those of our public shareholders.
Our amended and restated memorandum and articles
of association provide that, to the fullest extent permitted by law: (i)no individual serving as a director or an officer, among
other persons, shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly
in the same or similar business activities or lines of business as us, and (ii)we renounce any interest or expectancy in, or in
being offered an opportunity to participate in, any potential transaction or matter which (a)may be a corporate opportunity for
any director or officer, on the one hand, and us, on the other or (b)the presentation of which would breach an existing legal obligation
of a director or officer to any other entity.
We are not prohibited from pursuing an initial business
combination with a company that is affiliated (as defined in our amended and restated memorandum and articles of association) with KingsRock
or one of its Strategic Partners or Senior Advisors, our sponsor, officers or directors. In the event we seek to complete our initial
business combination with a business that is affiliated with KingsRock or one of its Strategic Partners or Senior Advisors, our sponsor,
officers or directors, we, or a committee of independent and disinterested directors, will obtain an opinion from an independent investment
banking firm or another independent entity that commonly renders valuation opinions, stating that the consideration to be paid by us in
such an initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion
in any other context.
87
In addition, our sponsor or any of its affiliates,
or any of their respective clients, may make additional investments in the company in connection with the initial business combination,
although our sponsor and its affiliates have no obligation or current intention to do so. If our sponsor or any of its affiliates elects
to make additional investments, such proposed investments could influence our sponsors motivation to complete an initial business
combination.
In the event that we submit our initial business
combination to our public shareholders for a vote, our sponsor, officers and directors have agreed to vote any founder shares, private
placement shares and any public shares held by them in favor of our initial business combination, and our officers and directors have
also agreed to vote public shares purchased by them (if any) during or after our Offering in favor of our initial business combination.
Limitation on Liability and Indemnification of Officers and Directors
Cayman Islands law does not limit the extent to
which a companys memorandum and articles of association may provide for indemnification of officers and directors, except to the
extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification
against willful default, willful neglect, actual fraud or the consequences of committing a crime. Our amended and restated memorandum
and articles of association will provide that our officers and directors will be indemnified by us to the fullest extent permitted by
law, as it now exists or may in the future be amended, including for any liability incurred in their capacities as such, except through
their own actual fraud, willful default or willful neglect. We expect to purchase a policy of directors and officers liability
insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances
and insures us against our obligations to indemnify our officers and directors.
Our officers and directors have agreed, and any
persons who may become officers or directors prior to the initial business combination will agree, to waive any right, title, interest
or claim of any kind in or to any monies in the trust account, and to waive any right, title, interest or claim of any kind they may have
in the future as a result of, or arising out of, any services provided to us and will not seek recourse against the trust account for
any reason whatsoever. Accordingly, any indemnification provided will only be able to be satisfied by us if (i)we have sufficient
funds outside of the trust account or (ii)we consummate an initial business combination.
Our indemnification obligations may discourage shareholders
from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect
of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might
otherwise benefit us and our shareholders. Furthermore, a shareholders investment may be adversely affected to the extent we pay
the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.
We believe that these provisions, the insurance
and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors.
Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have
been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore
unenforceable.
ITEM 11. EXECUTIVE COMPENSATION
Executive Compensation
None of our officers or directors
have received any cash compensation for services rendered to us as of the date of this Annual Report. Although we are not paying any compensation
to our independent directors for their services as a director, each of our four independent directors have purchased membership interests
in KingsRock Viking Acquisition, LLC for $187 which will provide them with an indirect interest in 50,000 founder shares. In addition,
Mr.Brettschneider as purchased two other membership interests in KingsRock Viking Acquisition, LLCone that he
purchased for $250 which will provide him with an indirect interest in 66,667 founder shares, and the other that he purchased for $50,000
which will provide him with an indirect interest in 5,000 private placement units.
88
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS
The following table sets
forth information regarding the beneficial ownership of our ordinary shares as of the date of this Annual Report, and as adjusted to reflect
the sale of our ordinary shares included in the units offered by our prospectus, and assuming no purchase of units in the Offering, by:
|
| each person known by us to be the beneficial owner of more than 5% of our issued and outstanding ordinary shares; | |
|
| each of our named executive officers, directors and director nominees that beneficially owns ordinary shares upon completion of the
Offering; and | |
|
| all of our executive officers, directors and director nominees as a group. | |
Unless otherwise indicated, we believe that all
persons named in the table have sole voting and investment power with respect to all ordinary shares beneficially owned by them. The following
table does not reflect record or beneficial ownership of the private placement warrants as these warrants are not exercisable within 60days
of the date of our prospectus.
On July24, 2025, our sponsor acquired an aggregate
of 7,666,667 founder shares, acquired for approximately $0.00326 per share. On November 3, 2025, the sponsor purchased 350,000 private
placement units, acquired for $10.00 per unit.
The following table presents the number of shares
and percentage of our ordinary shares owned by our sponsor after our Offering. There are 31,326,667 ordinary shares issued and outstanding
after the Offering. Our public shareholders may incur material dilution due to anti-dilutionadjustments that result in the issuance
of ClassA ordinary shares on a greater than one-to-onebasis upon conversion.
|
Name and Address of Beneficial Owner (1) | |
Number of
Shares
Beneficially
Owned | | |
Approximate Percentage of
Outstanding Ordinary Share | | |
|
Viking Acquisition Sponsor I, LLC (our sponsor) (2) (3) | |
| 8,016,667 | | |
| 25.6 | % | |
|
Hkan Wohlin (2) | |
| 8,016,667 | | |
| 25.6 | % | |
|
Louis Jaffe (2) | |
| 8,016,667 | | |
| 25.6 | % | |
|
Gil Ottensoser (2) | |
| 8,016,667 | | |
| 25.6 | % | |
|
Philipp von Girsewald | |
| - | | |
| - | | |
|
Dr. Josef Ackermann (3) | |
| - | | |
| - | | |
|
Yassine Bouhara (3) | |
| - | | |
| - | | |
|
Fred Brettschneider (3) | |
| - | | |
| - | | |
|
Seth Waugh (3) | |
| - | | |
| - | | |
|
All directors and executive officers as a group (eight (8) individuals) | |
| 8,016,667 | | |
| 25.6 | % | |
|
(1) | Unless otherwise noted, the business address of each of the
following entities or individuals is c/o Viking Acquisition Corp.I, 900 Third Avenue, 18th Floor, NewYork, NY10022. |
|
|
(2) | Viking Acquisition Sponsor I, LLC is the record holder of the
shares reported herein. Hkan Wohlin, Louis Jaffe and Gil Ottensoser are the managers of Viking Acquisition Sponsor I, LLC, and
its member, KingsRock Viking Acquisition, LLC. As such, they may be deemed to have or share beneficial ownership of the securities held
directly by Viking Acquisition Sponsor I LLC. Such persons disclaim any beneficial ownership of the reported shares other than to the
extent of any pecuniary interest he may have therein, directly or indirectly. |
|
|
(3) | Each of our four independent directors, Dr. Joseph Ackermann,
Yassine Bouhara, Fred Brettschneider and Seth Waugh, have purchased membership interests in an affiliate of our sponsor, KingsRock Viking
Acquisition, LLC, for $187 which will provide them with an indirect interest in 50,000 founder shares. In addition, Mr. Brettschneider
has purchased two other membership interests in KingsRock Viking Acquisition, LLC one that he purchased for $250 which will provide
him with an indirect interest in 66,667 founder shares, and the other that he purchased for $50,000 which will provide him with an indirect
interest in 5,000 private placement units. Following the closing of our initial business combination, these membership interests in KingsRock
Viking Acquisition, LLC will result in each of them having allocated to them 50,000 founder shares, with Mr. Brettschneider having allocated
to him and additional 66,667 founder shares and 5,000 private placement units. |
|
89
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Founder Shares
On
July24, 2025, the Company issued an aggregate of 7,666,667 founder shares, in exchange for a $25,000 payment (approximately $0.00326
per share) from the sponsor to cover certain expenses on behalf of the Company.
Certain
of the Strategic Partners and Senior Advisors invested in KingsRock Viking Acquisition, LLC, and through it, indirectly in the sponsor,
thereby sharing in the appreciation of founder shares and private placement units
held by the sponsor, provided that the Company successfully
complete a business combination. However, such parties will have no right to control KingsRock Viking Acquisition, LLC or the sponsor
or participate in any decision regarding the disposal of any security held by the sponsor
prior to the consummation of a Business Combination. In addition, each of the Companys four
independent directors have purchased membership interests in KingsRock Viking Acquisition, LLC for $187 which will provide them with an
indirect interest in 50,000 founder shares. In addition, one of the independent directors
has purchased two other membership interests in KingsRock Viking Acquisition, LLC one that he purchased for $250 which will provide
him with an indirect interest in 66,666 founder shares, and the other that he purchased for
$50,000 which will provide him with an indirect interest in 5,000 private placement units.
None of the independent directors will have a right to control either KingsRock Viking Acquisition, LLC or the sponsor or
participate in any decision regarding the disposal of any security held by the sponsor, or
otherwise, prior to the consummation of a Business Combination.
The
third-party valuation firm valued the founder shares as of September 15, 2025. The probability of De-SPAC and instrument specific market
adjustment was assumed to be45.0%; the implied Class A share price was $9.82; volatility of6.0%; and a discount for lack of
marketability of13.0%. The transferred interests to the directors are classified as Level 3 at the measurement date due to the use
of unobservable inputs including the probability of a business combination, and other risk factors. The valuation has identified the fair
value of the founder shares, represented by such membership interests, to be $3.84per share and has been recognized in full in the
Companys statement of operations as share-based compensation expense on the grant date. The total fair value of the200,000founder
shares, as represented by the membership interests purchased by the four independent directors and the additional66,666founder
shares, as represented by the membership interests purchased by one of the directors is $1,023,997or $3.84per share.
The
sponsor, officers, and directors agreed not to transfer, assign or sell any of their founder shares until the earlier to occur of (A)sixmonths
after the completion of the initial business combination or (B)subsequent to the initial business combination, the date on which
the Company consummates a transaction which results in the shareholders having the right to exchange their shares for cash, securities,
or other property subject to certain limited exceptions.
Registration Rights
The
holders of founder shares, private placement units(and their underlying securities) and unitsthat may be issued upon
conversion of working capital loans (and their underlying securities), if any, and any ClassA ordinary shares issuable upon
conversion of the founder shares and any ClassA ordinary shares held by the sponsor, officers, and directors at the completion
of the Offering or acquired prior to or in connection with the initial business combination, are entitled to registration rights
pursuant to a registration rights agreement signed with the initial shareholders and the representative of the underwriters prior to
the effective date of the Offering. These holders are be entitled to make up to three demands and have piggyback
registration rights. The representative of the underwriters may not exercise its demand and piggyback registration
rights after five and sevenyears, respectively, after the effective date
of the registration statement of which the prospectus for the Offering forms a part and may not exercise its demand rights on more than
one occasion. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
90
Administrative Support
Agreement
Commencing
on October 31, 2025, the date that the Companys securities are first listed in New York Stock Exchange, the Company agreed to reimburse
an affiliate of the managers of the sponsor, KingsRock, in an amount equal to up to $30,000per month for office space, utilities
and secretarial and administrative support. Upon completion of the initial business combination or the Companys liquidation, the
Company will cease paying these monthly fees. As of December 31, 2025, no amount has been accrued for these services in the Companys
unaudited condensed balance sheet.
Promissory Note
On July24, 2025, the
Company and the sponsor entered into a loan agreement, whereby the sponsor agreed to loan the Company an aggregate of up to $100,000to
cover expenses related to the Offering pursuant to a promissory note (the Note). This Note is non-interest bearing and payable
on the earlier of December31, 2025, or the date on which the Company consummated the Offering. As of December 31, 2025, the Company
had borrowed $98,024under the Note. As of November 3, 2025, the Company had borrowed a total of $98,194, which was paid in full
by the Company at the closing of the Offering and the borrowings under the Note are no longer available.
Working Capital Loans
In addition, in order to
finance transaction costs in connection with its initial business combination, the sponsor or an affiliate of the sponsor, or the Companys
officers and directors may, but are not obligated to, loan the Company funds as may be required (Working Capital Loans).
If the Company completes its initial business combination, the Company would repay the Working Capital Loans. In the event that the initial
business combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital
Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. If the sponsor makes any Working Capital
Loans, up to $1,500,000of such loans may be convertible into units of the post business combination entity at a price of $10.00per
unit at the option of the lender. The units and their underlying securities would be identical to the private placement units. As of December
31, 2025, the Company had no borrowings under the Working Capital Loans.
Director Independence
So long as we maintain listing for our securities
on NYSE, a majority of our board of directors generally must be independent, subject to certain limited exceptions set forth under the
rules of NYSE. An independent director is defined generally as a person other than an officer or employee of the company
or its subsidiaries or any other individual having a relationship which in the opinion of the companys board of directors, would
interfere with the directors exercise of independent judgment in carrying out the responsibilities of a director. Our board of
directors has determined that Messrs. Waugh, Bouhara and Brettschneider and Dr.Ackermann are each an independent director
as defined in the NYSE listing standards and applicable SEC rules.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
The firm of WithumSmith+Brown, PC, or Withum,
acts as our independent registered public accounting firm. The following is a summary of fees paid to Withum for services rendered.
*Audit Fees*. During the period from July
24, 2025 (inception) through December 31, 2025, fees for our independent registered public accounting firm were approximately $115,835
for the services Withum performed in connection with our Offering and the audit of our December
31, 2025 financial statements included in this Annual Report on Form 10-K.
91
*Audit-Related Fees.* During the period from
July 24, 2025 (inception) through December 31, 2025, our independent registered public accounting firm did not render assurance and related
services related to the performance of the audit or review of financial statements.
*Tax Fees*. During the period from July 24,
2025 (inception) through December 31, 2025, our independent registered public accounting firm did not render services to us for tax compliance,
tax advice and tax planning.
*All Other Fees*. During the period from
July 24, 2025 (inception) through December 31, 2025, there were no fees billed for products and services provided by our independent registered
public accounting firm other than those set forth above.
Pre-Approval Policy
Our audit committee was formed upon the consummation
of our 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).
ITEM 15. EXHIBITS, FINANCIAL STATEMENTS, AND
SCHEDULES
|
|
(a) |
The following documents are filed as part of this Form 10-K: | |
|
|
(1) |
Financial Statements: | |
|
|
Page | |
|
Report of Independent Registered Public Accounting Firm |
F-2 | |
|
Balance Sheet as of December 31, 2025 |
F-3 | |
|
Statement of Operations for the period from July 24, 2025 (Inception) through December 31, 2025 |
F-4 | |
|
Statement of Changes in Shareholders Deficit for the period from July 24, 2025 (Inception) through December 31, 2025 |
F-5 | |
|
Statement of Cash Flows for the period from July 24, 2025 (Inception) through December 31, 2025 |
F-6 | |
|
Notes to Financial Statements |
F-7 | |
|
|
(2) |
Financial Statement Schedules: | |
None.
92
|
|
(3) |
Exhibits | |
We hereby file as part of this Report the exhibits
listed in the attached Exhibit Index. Exhibits which are incorporated herein by reference can be inspected and copied at the public reference
facilities maintained by the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Copies of such material can also be obtained
from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates or on the SEC website at
www.sec.gov.
|
Exhibit No. |
|
Description | |
|
1.1* |
|
Underwriting Agreement, dated October 30, 2025, by and between the Company and Cohen & Company Capital Markets, a Division of Cohen & Company Securities, LLC, as representative of the underwriters named therein, as amended by Amendment to Underwriting Agreement dated November 2, 2025 | |
|
3.1* |
|
Amended and Restated Memorandum and Articles of Association | |
|
4.1** |
|
Specimen Unit Certificate | |
|
4.2** |
|
Specimen Class A Ordinary Shares Certificate | |
|
4.3** |
|
Specimen Public Warrant Certificate | |
|
4.4** |
|
Specimen Private Warrant Certificate | |
|
4.5* |
|
Public Warrant Agreement, dated October 30, 2025, by and between the Company and Continental Stock Transfer & Trust Company | |
|
4.6* |
|
Private Warrant Agreement, dated October 30, 2025, by and between the Company and Continental Stock Transfer & Trust Company | |
|
10.1* |
|
Insider Letter Agreement, dated October 30, 2025, by and between the Company, Viking Acquisition Sponsor I, LLC and each of its officers and directors named therein | |
|
10.2* |
|
Registration Rights Agreement, dated October 30, 2025, by and among the Company, the Sponsor and Cohen | |
|
10.3* |
|
Investment Management Trust Agreement, dated October 30, 2025, by and between the Company and Continental Stock Transfer & Trust Company | |
|
10.4* |
|
Administrative Services Agreement, dated October 30, 2025, by and between the Company and KingsRock Advisors, LLC | |
|
10.5** |
|
Form of Indemnification Agreement | |
|
14** |
|
Code of Business Conduct and Ethics | |
|
19*** |
|
Insider Trading Policy | |
|
31.1**** |
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
|
31.2**** |
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
|
32.1*** |
|
Certification of Chief 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 Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002 | |
|
97.1*** |
|
Clawback Policy | |
|
101.INS** |
|
Inline XBRL Instance Document (The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document) | |
|
101.SCH** |
|
Inline XBRL Taxonomy Extension Schema | |
|
101.CAL** |
|
Inline XBRL Taxonomy Extension Calculation Linkbase | |
|
101.DEF** |
|
Inline XBRL Taxonomy Extension Definition Linkbase | |
|
101.LAB** |
|
Inline XBRL Taxonomy Extension Label Linkbase | |
|
101.PRE* |
|
Inline XBRL Taxonomy Extension Presentation Linkbase | |
|
104** |
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | |
|
* |
Previously filed with that certain 8-K filed with the Securities and Exchange Commission on November 5, 2025, an incorporated herein by reference. | |
|
** |
Previously filed with that certain Registration Statement on Form S-1 filed with the Securities and Exchange Commission on October 10, 2025, and incorporated herein by reference. | |
|
*** |
Filed herewith. | |
|
**** |
Furnished herewith. | |
Item 16. FORM 10-K SUMMARY
None.
93
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, the registrant has duly caused this Form 10-K to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Cayman Islands, on the 17th day of March, 2026.
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VIKING ACQUISITION CORP. I | |
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By: |
/s/ N. Hkan Wohlin | |
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Name: |
N. Hkan Wohlin | |
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Title: |
Chief Executive Officer
(Principal Executive Officer) | |
Pursuant to the requirements
of the Securities Act of 1933, as amended, this Annual Report has been signed below by the following persons in the capacities and on
the dates indicated.
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/s/ N. Hkan Wohlin |
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Principal Executive Officer and Director |
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March 17, 2026 | |
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N. Hkan Wohlin |
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(Principal Executive Officer) |
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/s/ Gil Ottensoser |
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Principal Financial Officer and Director |
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March 17, 2026 | |
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Gil Ottensoser |
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(Principal Financial Officer and Principal Accounting Officer) |
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/s/ Louis Jaffe |
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Chairman of the Board of Directors |
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March 17, 2026 | |
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Louis Jaffe |
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/s/ Dr.Josef Ackermann |
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Director |
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March 17, 2026 | |
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Dr.Josef Ackermann |
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/s/ Yassine Bouhara |
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Director |
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March 17, 2026 | |
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Yassine Bouhara |
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/s/ Fred Brettschneider |
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Director |
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March 17, 2026 | |
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Fred Brettschneider |
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/s/ Seth Waugh |
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Director |
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March 17, 2026 | |
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Seth Waugh |
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94
VIKING ACQUISITION CORP. I
INDEX TO THE FINANCIAL STATEMENTS
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Report of Independent Registered Public Accounting Firm (PCAOB ID Number 100) |
F-2 | |
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Financial Statements: |
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Balance Sheet as of December 31, 2025 |
F-3 | |
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Statement of Operations for the period from July 24, 2025 (Inception) through December 31, 2025 |
F-4 | |
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Statement of Changes in Shareholders Deficit for the period from July 24, 2025 (Inception) through December 31, 2025 |
F-5 | |
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Statement of Cash Flows for the period from July 24, 2025 (Inception) through December 31, 2025 |
F-6 | |
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Notes to Financial Statements |
F-7 to F-16 | |
F-1
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of
Viking Acquisition Corp. I:
Opinion on the Financial Statements
We have audited the accompanying balance sheet of Viking Acquisition Corp. I (the Company) as of December 31, 2025 and the related statements of operations, changes in shareholders deficit and cash flows for the period from July 24, 2025 (Inception) through December 31, 2025, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the period from July 24, 2025 (Inception) through December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
**
These financial statements are the responsibility of the entitys management. Our responsibility is to express an opinion on these financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to Viking Acquisition Corp. I in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entitys internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
/s/ WithumSmith+Brown, PC
We have served as Viking Acquisition Corp. I's auditor since 2025.
San Francisco, CA
March 17, 2026
PCAOB ID Number 100
F-2
VIKING ACQUISITION CORP. I
BALANCE SHEET
DECEMBER 31, 2025
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Assets: | |
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Current assets | |
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| Cash | | $ | 1,277,337 | | |
| Prepaid insurance | | | 70,000 | | |
| Prepaid expenses | | | 23,851 | | |
| Total current assets | | | 1,371,188 | | |
| Long term prepaid insurance | | | 58,333 | | |
| Cash and marketable securities held in Trust Account | | | 231,467,889 | | |
| Total Assets | | $ | 232,897,410 | | |
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Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders Deficit | |
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Liabilities: | |
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Current liabilities | |
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| Accrued offering costs | | $ | 89,090 | | |
| Accrued expenses | | | 91,037 | | |
| Total current liabilities | | | 180,127 | | |
| Deferred underwriting fee | | | 9,200,000 | | |
| Total Liabilities | | | 9,380,127 | | |
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| Commitments and Contingencies (Note 6) | | | | | |
| Class A ordinary shares subject to possible redemption, $0.0001 par value; 23,000,000 shares at redemption value of $10.06 per share | | | 231,467,889 | | |
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Shareholders Deficit | |
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| Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | | | | | |
| Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 660,000 issued and outstanding (excluding 23,000,000 shares subject to possible redemption) | | | 66 | | |
| Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 7,666,667 shares issued and outstanding | | | 767 | | |
| Additional paid-in capital | | | | | |
| Accumulated deficit | | | (7,951,439 | ) | |
| Total Shareholders Deficit | | | (7,950,606 | ) | |
| Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders Deficit | | $ | 232,897,410 | | |
The accompanying notes are an integral
part of the financial statements.
F-3
VIKING ACQUISITION CORP. I
STATEMENT OF OPERATIONS
FOR THE PERIOD FROM JULY24,
2025 (INCEPTION) THROUGH DECEMBER 31, 2025
| General and administrative costs | | $ | 1,260,211 | | |
| Loss from operations | | | (1,260,211 | ) | |
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Other income: | |
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| Interest income on marketable securities held in Trust Account | | | 1,376,013 | | |
| Unrealized gain on marketable securities held in Trust Account | | | 91,876 | | |
| Total other income | | | 1,467,889 | | |
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| Net income | | $ | 207,678 | | |
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| Weighted average shares outstanding of Class A ordinary shares, basic | | | 8,576,750 | | |
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| Basic net income per share, Class A ordinary shares | | $ | 0.01 | | |
| Weighted average shares outstanding, Class B ordinary shares, basic (1) | | | 7,029,167 | | |
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| Basic net income per share, Class B ordinary shares | | $ | 0.01 | | |
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| Weighted average shares outstanding of Class A ordinary shares, diluted | | | 8,576,750 | | |
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| Diluted net income per share, Class A ordinary shares | | $ | 0.01 | | |
| Weighted average shares outstanding, Class B ordinary shares, diluted (1) | | | 7,235,417 | | |
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| Diluted net income per share, Class B ordinary shares | | $ | 0.01 | | |
| (1) | On November 3, 2025, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering. As such, the 1,000,000 Founder Shares are no longer subject to forfeiture (Note 5). | |
The accompanying notes are an integral
part of the financial statements.
F-4
VIKING ACQUISITION CORP. I
STATEMENT OF CHANGES IN SHAREHOLDERS
DEFICIT
FOR THE PERIOD FROM JULY24,
2025 (INCEPTION) THROUGH DECEMBER 31, 2025
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Ordinary Shares | | |
Class B
Ordinary Shares | | |
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Accumulated | | |
Total Shareholders | | |
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Shares | | |
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Deficit | | |
Deficit | | |
| Balance July 24, 2025 (inception) | | | | | | $ | | | | | | | | $ | | | | $ | | | | $ | | | | $ | | | |
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| Issuance of Class B ordinary shares to Sponsor(1) | | | | | | | | | | | 7,666,667 | | | | 767 | | | | 24,233 | | | | | | | | 25,000 | | |
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| Sale of Private Placement Units | | | 660,000 | | | | 66 | | | | | | | | | | | | 6,599,934 | | | | | | | | 6,600,000 | | |
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| Fair Value of Public Warrants at issuance | | | | | | | | | | | | | | | | | | | 4,830,000 | | | | | | | | 4,830,000 | | |
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| Allocated value of transaction costs to Private Placement Units and Public Warrants | | | | | | | | | | | | | | | | | | | (315,857 | ) | | | | | | | (315,857 | ) | |
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| Share-based compensation expense | | | | | | | | | | | | | | | | | | | 1,023,997 | | | | | | | | 1,023,997 | | |
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| Accretion for Class A ordinary shares to redemption amount | | | | | | | | | | | | | | | | | | | (12,162,307 | ) | | | (8,159,117 | ) | | | (20,321,424 | ) | |
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| Net income | | | | | | | | | | | | | | | | | | | | | | | 207,678 | | | | 207,678 | | |
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| Balance December 31, 2025 | | | 660,000 | | | $ | 66 | | | | 7,666,667 | | | $ | 767 | | | $ | | | | $ | (7,951,439 | ) | | $ | (7,950,606 | ) | |
The accompanying notes are an integral
part of the financial statements.
F-5
VIKING ACQUISITION CORP. I
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM JULY24,
2025 (INCEPTION) THROUGH DECEMBER 31, 2025
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Cash Flows from Operating Activities: | |
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| Net income | | $ | 207,678 | | |
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Adjustments to reconcile net income to net cash used in operating activities: | |
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| Formation costs paid through promissory note - related party | | | 4,697 | | |
| Payment of general and administrative costs through advances from related party | | | 12,420 | | |
| Interest earned on marketable securities held in Trust Account | | | (1,376,013 | ) | |
| Unrealized gain on marketable securities held in Trust Account | | | (91,876 | ) | |
| Share-based compensation expense | | | 1,023,997 | | |
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Changes in operating assets and liabilities: | |
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| Prepaid expenses | | | (23,776 | ) | |
| Long term prepaid insurance | | | (128,333 | ) | |
| Accounts payable and accrued expenses | | | 91,037 | | |
| Net cash used in operating activities | | | (280,169 | ) | |
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Cash Flows from Investing Activities: | |
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| Investment of cash in Trust Account | | | (230,000,000 | ) | |
| Net cash used in investing activities | | | (230,000,000 | ) | |
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Cash Flows from Financing Activities: | |
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| Proceeds from sale of Units, net of underwriting discounts paid | | | 224,825,000 | | |
| Proceeds from sale of Private Placement Units | | | 6,600,000 | | |
| Underwriters reimbursement | | | 575,000 | | |
| Repayment of promissory note - related party | | | (98,194 | ) | |
| Payment of offering costs | | | (344,300 | ) | |
| Net cash provided by financing activities | | | 231,557,506 | | |
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| Net Change in Cash | | | 1,277,337 | | |
| Cash Beginning of period | | | | | |
| Cash End of period | | $ | 1,277,337 | | |
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Noncash investing and financing activities: | |
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| Offering costs included in accrued offering costs | | $ | 89,090 | | |
| Deferred offering costs paid through promissory note - related party | | $ | 81,002 | | |
| Deferred underwriting fee payable | | $ | 9,200,000 | | |
The accompanying notes are an integral
part of the financial statements.
F-6
VIKING ACQUISITION CORP.I
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2025
Note1 Description of Organization and Business Operations
*Organization and General*
Viking Acquisition Corp.I (the Company) was incorporated as a Cayman Islands exempted company on July24, 2025. The Company was incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses that the Company has not yet identified (the Initial Business Combination). The Company has not selected any business combination target and has not, nor has anyone on the Companys behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. The Company may pursue an Initial Business Combination target in any business or industry. The Company is an emerging growth company, as defined in Section2(a)of the Securities Actof1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Actof2012 (the JOBS Act).
As of December 31, 2025, the Company had not yet commenced operations. All activity for the period from July 24, 2025 (inception) through December 31, 2025 relates to the Companys formation and the Initial Public Offering, which is described below. The Company will not generate any operating revenues until after the completion of its Initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.
*Sponsor and Financing*
The Companys Sponsor is Viking Acquisition Sponsor I, LLC (the Sponsor). The registration statement for the Companys Initial Public Offering was declared effective on October 30, 2025. On November 3, 2025, the Company consummated the Initial Public Offering of 23,000,000 units (the Units), which includes the full exercise by the underwriters of their over-allotment option of 3,000,000 Units, at $10.00 per Unit, generating gross proceeds of $230,000,000. Each Unit consists of one Class A ordinary share and one-third of one redeemable warrant (each Public Warrant and collectively, the Public Warrants). Each whole Public Warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment.
Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 660,000 private placement units (each Private Placement Unit, collectively the Private Placement Units) at a price of $10.00 per Private Placement Unit, generating gross proceeds of $6,600,000. Each Private Placement Unit consists of one Class A ordinary share and one-third of one redeemable warrant (each Private Placement Warrant and collectively, the Private Placement Warrants). Of those 660,000 Private Placement Units, the Sponsor purchased 350,000 Private Placement Units, and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (Cohen), the representative of the underwriters purchased 310,000 Private Placement Units.
Transaction costs amounted to $14,339,392, consisting of $5,175,000 of cash underwriting fee (net of $575,000 underwriters reimbursement), $9,200,000 of deferred underwriting fee, and $539,392 of other offering costs.
*The Trust Account*
Following the closing of the Initial Public Offering, on November 3, 2025, an amount of $230,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units and the Private Placement Units was placed in the trust account (the Trust Account), with U.S.-based trust account, Continental Stock Transfer & Trust Company, acting as trustee. The proceeds held in the Trust Account will initially be invested only in U.S.government treasury bills with a maturity of one hundred eighty-five (185)days or less or in money market funds that meet certain conditions under Rule2a-7 under the Investment Company Actof1940 and that invest only in direct U.S.government obligations and, may at any time be held as cash or cash items, including in demand deposit accounts at a bank. Funds will remain in the Trust Account until the earlier of (i)the consummation of the Initial Business Combination or (ii)the distribution of the Trust Account proceeds as described below. The remaining proceeds outside the Trust Account may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses.
The Companys first amended and restated memorandum and articles of association provides that, other than the taxes payable (as defined below), if any, none of the funds held in the Trust Account will be released until the earlier of (i)the completion of the Initial Business Combination; (ii)the redemption of any ClassA ordinary shares, $0.0001 par value, of the Company (the Public Shares), that have been properly submitted in connection with a shareholder vote to approve an amendment to the Companys first amended and restated memorandum and articles of association (A)in a manner that would affect the substance or timing of its obligation to redeem 100% of the Public Shares if it does not complete an Initial Business Combination within 24months from the closing of the Public Offering or (B)with respect to any other provision relating to the rights of holders of the Public Shares or pre-Initial Business Combination activity; and (iii)the redemption of 100% of the Public Shares if the Company is unable to complete an Initial Business Combination within 24months from the closing of the Initial Public Offering (subject to the requirements of law). The proceeds deposited in the Trust Account could become subject to the claims of the Companys creditors, if any, which could have priority over the claims of the Companys public shareholders.
F-7
VIKING ACQUISITION CORP.I
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2025
*Initial Business Combination*
The Companys management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering, although substantially all of the net proceeds of the Initial Public Offering are intended to be generally applied toward consummating an Initial Business Combination. The Initial Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting discounts and commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the Initial Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect an Initial Business Combination.
The Company, after signing a definitive agreement for an Initial Business Combination, will either (i)seek shareholder approval of the Initial Business Combination at a meeting called for such purpose in connection with which shareholders may seek to redeem their shares, regardless of whether they vote for or against the Initial Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of twobusiness days prior to the consummation of the Initial Business Combination, including interest earned on the funds held in the Trust Account (net of amounts withdrawn to pay taxes (taxes payable)), (ii)provide shareholders with the opportunity to sell their Public Shares to the Company by means of a tender offer (and thereby avoid the need for a shareholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of twobusiness days prior to the consummation of the Initial Business Combination, including interest less taxes payable. The decision as to whether the Company will seek shareholder approval of the Initial Business Combination or will allow shareholders to sell their Public Shares in 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 otherwise require the Company to seek shareholder approval, unless a vote is required by law or under NYSE rules.
Pursuant to the Companys first amended and restated memorandum and articles of association if the Company is unable to complete the Initial Business Combination within 24months from the closing of the Initial Public Offering, the Company will (i)cease all operations except for the purpose of winding up, (ii)as promptly as reasonably possible but no more than tenbusiness days thereafter subject to lawfully available funds therefor, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned (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 completely extinguish the holders rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii)as promptly as reasonably possible following such redemption, subject to the approval of the Companys remaining shareholders and the Companys board of directors, dissolve and liquidate, subject in each case to the Companys obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Sponsor, officers and directors will not be entitled to rights to liquidating distributions from the Trust Account with respect to any Founder Shares (as defined below) and Private Placement Units (and any securities underlying the Private Placement Units) held by them if the Company fails to complete the Initial Business Combination within 24months of the closing of the Initial Public Offering. However, if the Sponsor and management team acquires Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the Initial Business Combination within the prescribed time period.
In the event of a liquidation, dissolution or winding up of the Company after an Initial Business Combination, the Companys shareholders are entitled to share ratably in all assets remaining available for distribution after payment of liabilities and after provision is made for each class of shares, if any, having preference over the ordinary shares. The Companys shareholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the ordinary shares, except that the Company will provide its shareholders with the opportunity to redeem their Public Shares for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, upon the completion of the Initial Business Combination, subject to the limitations described herein.
*Risks and Uncertainties*
The Companys ability to complete an initial Business Combination may be adversely affected by various factors, many of which are beyond the Companys control. The Companys ability to consummate an initial Business Combination could be impacted by, among other things, changes in laws or regulations, downturns in the financial markets or in economic conditions, inflation, fluctuations in interest rates, increases in tariffs, supply chain disruptions, declines in consumer confidence and spending, public health considerations, and geopolitical instability, such as the military conflicts in Ukraine and the Middle East. The Company cannot at this time predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact the Companys ability to complete an initial Business Combination.
*Liquidity and Capital Resources*
In connection with the Companys assessment of going concern in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 205-40, Presentation of Financial Statements - Going Concern, the Company does not believe it will need to raise additional funds in order to meet the expenditures required to operate its business. However, if the estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the Initial Business Combination. Management has determined that upon the consummation of the Initial Public Offering and the sale of the Private Placement Units, the Company has sufficient funds to finance the working capital needs of the Company within one year from the date of issuance of the financial statements. At December 31, 2025, the Company had $1,277,337 cash and a working capital of $1,191,061.
F-8
VIKING ACQUISITION CORP.I
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2025
Note2 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).
*Emerging Growth Company*
As an emerging growth company, the Company 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 Actof2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Companys financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
*Use of Estimates*
The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements 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. The significant accounting estimates included in these condensed financial statements are the determination of the fair value of the warrants and share-based compensation. Accordingly, the actual results could differ significantly from those estimates.
*Cash and Cash Equivalents*
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash of $1,277,337 and did not have any cash equivalent as of December 31, 2025.
*Cash and Marketable Securities Held in Trust Account*
The Companys portfolio of investments was comprised of U.S. government securities, within the meaning set forth in Section2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Companys investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Companys investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in interest income from investments held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. As of December 31, 2025, the assets held in the Trust Account, amounting to $231,467,889, of which $74 were held in cash and $231,467,815 were held in marketable securities invested in U.S. Treasury funds.
*Concentration of Credit Risk*
Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Companys financial condition, results of operations, and cash flows.
F-9
VIKING ACQUISITION CORP.I
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2025
*Financial Instruments*
The fair value of the Companys assets and liabilities, which qualify as financial instruments under the FASB ASC820, Fair Value Measurement, approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.
*Offering Costs*
The Company complies with the requirements of the FASB ASC340-10-S99 and SEC Staff Accounting Bulletin Topic5A, Expenses of Offering. Offering costs consisted principally of professional and registration fees that are related to the Initial Public Offering. FASB ASC470-20, Debt with Conversion and Other Options, addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate Initial Public Offering proceeds from the Unitsbetween ClassA ordinary shares and warrants, using the residual method by allocating Initial Public Offering proceeds first to assigned value of the warrants and then to the ClassA ordinary shares. Offering costs allocated to the Public Shares are charged to temporary equity. Offering costs allocated to the Public Warrants and Private Placement Warrants included in the Private Placement Unitsare charged to shareholders deficit as, after managements evaluation, these are accounted for under equity treatment.
*Income Taxes*
The Company accounts for income taxes under FASB ASC Topic740, Income Taxes, which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statements and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
FASB ASC Topic740 prescribes a recognition threshold and a measurement attribute for the financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Companys management determined that the Cayman Islands is the Companys major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2025, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.
The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the UnitedStates. As such, the Companys tax provision was zero for the period presented.
*Warrant Instruments*
The Company accounted for the Public Warrants and Private Placement Warrants issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in FASB ASC Topic815, Derivatives and Hedging. Accordingly, the Company evaluated and classified the warrant instruments under equity treatment at their assigned values. Such guidance provides that the warrants described above will not be precluded from equity classification. Equity-classified contracts are initially measured at fair value (or allocated value). Subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity in accordance with ASC 480 and ASC 815.
*Share-Based Payment Arrangements*
The Company accounts for share awards in accordance with FASB ASC 718, CompensationStock Compensation, which requires that all equity awards be accounted for at their fair value. Fair value is measured on the grant date and is equal to the underlying value of the share.
Costs equal to these fair values are recognized ratably over the requisite service period based on the number of awards that are expected to vest, in the period of grant for awards that vest immediately and have no future service condition, or in the period the awards vest immediately after meeting a performance condition becomes probable (i.e., the occurrence of a Business Combination). For awards that vest over time, cumulative adjustments in later periods are recorded to the extent actual forfeitures differ from the Companys initial estimates; previously recognized compensation cost is reversed if the service or performance conditions are not satisfied and the award is forfeited.
F-10
VIKING ACQUISITION CORP.I
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2025
*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 FASB ASC 480-10-S99, the Company classifies Public Shares subject to possible redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit. Accordingly, as of December 31, 2025, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders deficit section of the Companys balance sheet. As of December 31, 2025, the Class A ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table:
| Gross proceeds | | $ | 230,000,000 | | |
| Less: | | | | | |
| Proceeds allocated to Public Warrants | | | (4,830,000 | ) | |
| Public Shares issuance costs | | | (14,023,535 | ) | |
| Plus: | | | | | |
| Remeasurement of carrying value to redemption value | | | 20,321,424 | | |
| Class A ordinary shares subject to possible redemption, December 31, 2025 | | $ | 231,467,889 | | |
*Net Income Per Ordinary Share*
The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Income and losses are shared pro rata to the shares. Net loss per Ordinary Share (as defined in Note 5) is computed by dividing net income by the weighted average number of Ordinary Shares outstanding for the period. Accretion associated with the redeemable Ordinary Shares is excluded from loss per Ordinary Share as the redemption value approximates fair value.
The calculation of diluted income per Ordinary Share does not consider the effect of the Warrants issued in connection with the (i) Initial Public Offering, (ii) the exercise of the Over-Allotment Option and (iii) Private Placement, since the average price of the Ordinary Shares for the period from July 24, 2025 (inception) through December 31, 2025, was less than the exercise price and therefore, the inclusion of such Warrants under the Treasury stock method would be anti-dilutive and the exercise is contingent upon the occurrence of future events. The Warrants are exercisable to purchase 7,886,643 Class A Ordinary Shares in the aggregate. As a result, diluted net loss per Ordinary Share is the same as basic net loss per Ordinary Share for the periods presented.
The following tables reflect the calculation of basic and diluted net loss per Ordinary Share:
| | | For the Period from July 24, 2025 (Inception) Through December 31, 2025 | | |
| Basic net income per ordinary share | | ClassA | | | ClassB | | |
| Basic net income per ordinary share | | | | | | | |
| Numerator: | | | | | | | |
| Allocation of net income, as adjusted | | $ | 114,136 | | | $ | 93,542 | | |
| Denominator: | | | | | | | | | |
| Basic weighted average ordinary shares outstanding | | | 8,576,750 | | | | 7,029,167 | | |
| Basic net income per ordinary share | | $ | 0.01 | | | $ | 0.01 | | |
| | | For the Period from July 24, 2025 (Inception) Through December 31, 2025 | | |
| Diluted net income per ordinary share | | ClassA | | | ClassB | | |
| Diluted net income per ordinary share | | | | | | | |
| Numerator: | | | | | | | |
| Allocation of net income, as adjusted | | $ | 112,648 | | | $ | 95,030 | | |
| Denominator: | | | | | | | | | |
| Diluted weighted average ordinary shares outstanding | | | 8,576,750 | | | | 7,235,417 | | |
| Diluted income per ordinary share | | $ | 0.01 | | | $ | 0.01 | | |
F-11
VIKING ACQUISITION CORP.I
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2025
*Recent Accounting Standards*
Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Companys financial statements.
Note3 InitialPublic Offering
Pursuant to the Initial Public Offering on November 3, 2025, the Company sold 23,000,000 Units, which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one Public Share and one-third of one Public Warrant. Each Public Warrant entitles the holder to purchase one ClassA ordinary share at a price of $11.50 per share, subject to adjustments (see Note7).
Note4 Private Placement
Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 660,000 Private Placement Units at a price of $10.00 per Private Placement Unit, generating gross proceeds of $6,600,000. Each Private Placement Unit consists of one Class A ordinary share and one-third of one Private Placement Warrant. Of those 660,000 Private Placement Units, the Sponsor purchased 350,000 Private Placement Units, and Cohen purchased 310,000 Private Placement Units.
The Private Placement Warrants included in the Private Placement Units are identical to the Public Warrants sold in the Initial Public Offering except that, so long as they are held by the Sponsor, underwriters, 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 30 days 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 the underwriters and/or their designees, will not be exercisable more than five years from the commencement of sales in this offering in accordance with Financial Industry Regulatory Authority Rule 5110(g)(8).
Note5 Related Party Transactions
*Founder Shares*
On July24, 2025, the Company issued an aggregate of 7,666,667 ClassB ordinary shares, $0.0001 par value (the Founder Shares), in exchange for a $25,000 payment (approximately $0.00326 per share) from the Sponsor to cover certain expenses on behalf of the Company. As used herein, unless the context otherwise requires, Founder Shares shall be deemed to include the Public Shares issuable upon conversion thereof. The Founder Shares are identical to the Public Shares included in the Unitsbeing sold in the Initial Public Offering except that the Founder Shares automatically convert into Public Shares at the time of the Initial Business Combination (with such conversion taking place immediately prior to, simultaneously with, or immediately following the time of the Initial Business Combination, as may be determined by the directors of the Company) or earlier at the option of the holder and are subject to certain transfer restrictions, as described in more detail below. The Sponsor has agreed to forfeit up to an aggregate of 1,000,000 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriters so that the Founder Shares will represent 25% of the Companys issued and outstanding shares after the Initial Public Offering. The Sponsor, officers, and directors will not be entitled to redemption rights with respect to any Founder Shares and any Public Shares held by them in connection with the completion of the Initial Business Combination. If the Initial Business Combination is not completed within 24months from the closing of the Initial Public Offering, the Sponsor, officers, and directors will not be entitled to rights to liquidating distributions from the Trust Account with respect to any Founder Shares and Private Placement Units (and any securities underlying the Private Placement Units) held by them. On November 3, 2025, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering. As such, the 1,000,000 Founder Shares are no longer subject to forfeiture.
Certain of the Strategic Partners and Senior Advisors invested in KingsRock Viking Acquisition, LLC, and through it, indirectly in the Sponsor, thereby sharing in the appreciation of Founder Shares and Private Placement Units held by the Sponsor, provided that the Company successfully complete a Business Combination. However, such parties will have no right to control KingsRock Viking Acquisition, LLC or the Sponsor or participate in any decision regarding the disposal of any security held by the Sponsor prior to the consummation of a Business Combination. In addition, each of the Companys four independent directors have purchased membership interests in KingsRock Viking Acquisition, LLC for $187 which will provide them with an indirect interest in 50,000 Founder Shares. In addition, one of the independent directors has purchased two other membership interests in KingsRock Viking Acquisition, LLC one that he purchased for $250 which will provide him with an indirect interest in 66,666 Founder Shares, and the other that he purchased for $50,000 which will provide him with an indirect interest in 5,000 Private Placement Units. None of the independent directors will have a right to control either KingsRock Viking Acquisition, LLC or the Sponsor or participate in any decision regarding the disposal of any security held by the Sponsor, or otherwise, prior to the consummation of a Business Combination. The sale of the founder shares to the Companys independent directors, are in the scope of FASB ASC Topic 718, Compensation-Stock Compensation (ASC 718). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date.
The third-party valuation firm valued the Founder Shares as of September 15, 2025. The probability of De-SPAC and instrument specific market adjustment was assumed to be 45.0%; the implied Class A share price was $9.82; volatility of 6.0%; and a discount for lack of marketability of 13.0%. The valuation has identified the fair value of the Founder Shares to be $3.84 per share as of grant date. The total fair value of the 200,000 Founder Shares purchased by the four independent directors and the additional 66,666 Founder Shares purchased by one of the directors is $1,023,997 or $3.84 per share.
F-12
VIKING ACQUISITION CORP.I
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2025
The Sponsor, officers, and directors agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of (A)sixmonths after the completion of the Initial Business Combination or (B)subsequent to the Initial Business Combination, the date on which the Company consummates a transaction which results in the shareholders having the right to exchange their shares for cash, securities, or other property subject to certain limited exceptions.
*Registration Rights*
The holders of Founder Shares, Private Placement Units(and their underlying securities) and Unitsthat may be issued upon conversion of working capital loans (and their underlying securities), if any, and any ClassA ordinary shares issuable upon conversion of the Founder Shares and any ClassA ordinary shares held by the Sponsor, officers, and directors at the completion of the Initial Public Offering or acquired prior to or in connection with the initial Business Combination, will be entitled to registration rights pursuant to a registration rights agreement to be signed with the initial shareholders and the representative of the underwriters prior to or on the effective date of the registration statement for the Initial Public Offering. These holders will be entitled to make up to three demands and have piggyback registration rights. The representative of the underwriters may not exercise its demand and piggyback registration rights after five and sevenyears, respectively, after the effective date of the registration statement of which the prospectus for the Initial Public Offering forms a part and may not exercise its demand rights on more than one occasion. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
*Administrative Support Agreement*
Commencing on October 31, 2025, the date that the Companys securities are first listed in New York Stock Exchange, the Company agreed to reimburse an affiliate of the managers of the Sponsor, KingsRock, in an amount equal to up to $30,000 per month for office space, utilities and secretarial and administrative support. Upon completion of the Initial Business Combination or the Companys liquidation, the Company will cease paying these monthly fees. For the period from July 24, 2025 through December 31, 2025, $60,000 amount has been accrued for these services in the Companys balance sheet.
*Promissory Note*
On July24, 2025, the Company and the Sponsor entered into a loan agreement, whereby the Sponsor agreed to loan the Company an aggregate of up to $100,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the Note). This loan was non-interest bearing and payable on the earlier of December31, 2025, or the date on which the Company consummated the Initial Public Offering. As of November 3, 2025, the Company had borrowed $98,194, which was paid in full by the Company at the closing of the Initial Public Offering and the borrowings under the promissory note are no longer available.
*Working Capital Loans*
In addition, in order to finance transaction costs in connection with its Initial Business Combination, the Sponsor or an affiliate of the Sponsor, or the Companys officers and directors may, but are not obligated to, loan the Company funds as may be required (Working Capital Loans). If the Company completes its Initial Business Combination, the Company would repay the Working Capital Loans. In the event that the Initial Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. If the Sponsor makes any Working Capital Loans, up to $1,500,000 of such loans may be convertible into units of the post business combination entity at a price of $10.00 per unit at the option of the lender. The units and their underlying securities would be identical to the Private Placement Units. As of December 31, 2025, the Company had no borrowings under the Working Capital Loans.
*Due from Sponsor*
On November 3, 2025, the Company paid $29,570 in excess of the outstanding borrowings under the Note. On November 6, 2025, the Sponsor returned $29,570 to the Company.
Note6 Commitments and Contingencies
*Underwriting Agreement*
The Company granted the underwriters a 45-day option from the date of the Initial Public Offering to purchase up to 3,000,000 additional Unitsto cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On November 3, 2025, the underwriters elected to fully exercise their over-allotment option to purchase an additional 3,000,000 Units at a price of $10.00 per Unit.
The underwriters were entitled to a cash underwriting discount of $5,175,000 (2.25% of the gross proceeds of the Units sold in the Initial Public Offering). The underwriters reimbursed certain of the Companys offering expenses amounting to $575,000.
Additionally, the underwriters are entitled to a deferred underwriting discount of 4.00% of the gross proceeds of the Initial Public Offering held in the Trust Account, $9,200,000 in the aggregate upon the completion of the Companys Initial Business Combination subject to the terms of the underwriting agreement.
F-13
VIKING ACQUISITION CORP.I
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2025
Note7 Shareholders Deficit
*Preference Shares*
The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Companys board of directors. As of December 31, 2025, there were no preference shares issued or outstanding.
*Ordinary Shares*
The authorized ordinary shares of the Company includes up to 200,000,000 ClassA ordinary shares with a par value of $0.0001 per share and 20,000,000 ClassB ordinary shares with a par value of $0.0001 per share. If the Company enters into an Initial Business Combination, it may (depending on the terms of such an Initial Business Combination) be required to increase the number of ClassA ordinary shares which the Company is authorized to issue at the same time as the Companys shareholders vote on the Initial Business Combination to the extent the Company seeks shareholder approval in connection with the Initial Business Combination. Holders of the Companys ordinary shares are entitled to one vote for each ordinary share (except as otherwise expressed in the Companys first amended and restated memorandum and articles of association). As of December 31, 2025, there are 660,000 ClassA ordinary shares issued and outstanding, excluding 23,000,000 shares subject to possible redemption.
As of December 31, 2025, there were 7,666,667 ClassB ordinary shares issued and outstanding.
*Warrants*
As of December 31, 2025, there were 7,886,643 Warrants outstanding, including 7,666,645 Public Warrants and 219,998 Private Placement Warrants. Each whole warrant entitles the holder thereof to purchase one whole ClassA ordinary share at a price of $11.50 per share, subject to adjustment as described herein, at any time commencing on the later of (a)30days after the completion of an Initial Business Combination, or (b)12months from the closing of the Initial Public Offering, provided that the Company has an effective registration statement under the Securities Act covering the ClassA ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement) and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of ClassA ordinary shares. This means that only a whole warrant may be exercised at any given time by a warrant holder.
No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will expire fiveyears after the completion of the initial Business Combination, at 5:00p.m., NewYork City time, or earlier upon redemption or liquidation.
The Company is not registering Public Shares issuable upon exercise of the warrants at this time. However, following the consummation of the Initial Business Combination, under the terms of the warrant agreement, the Company has agreed that as soon as practicable, but in no event later than fifteen (15)business days, after the closing of the Initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement for the registration under the Securities Actofthe Public Shares issuable upon exercise of the warrants and thereafter use its commercially reasonable efforts to cause the registration statement to become effective and to maintain the effectiveness of such registration statement until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement. No warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the issuance of the Public Shares issuable upon exercise of the warrant and a current prospectus relating thereto. Notwithstanding the above, if Public 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 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, it will not be required to file or maintain in effect a registration statement, but the Company will be required to use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.
F-14
VIKING ACQUISITION CORP.I
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2025
Redemption of warrants for cash when the price per ClassA ordinary shares equals or exceeds $18.00. Beginning once the warrants become exercisable, the Company may redeem the outstanding Public Warrants for cash:
| | | In whole and not in part; | |
| | | At a price of $0.01 per warrant; | |
| | | Upon not less than 30days prior written notice of redemption (the 30-day redemption period); and | |
| | | if, and only if, the last sale price of the ClassA ordinary shares equals or exceeds $18.00 per share (as adjusted for share subdivisions, share dividends, reorganizations, recapitalizations and the like) for any 20trading days within a 30trading day period ending on the thirdtrading day prior to the date on which the Company sends the notice of redemption to the warrant holders. The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the ClassA ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those ClassA ordinary shares is available throughout such 30trading day period and the 30-day redemption period. | |
The Private Placement Warrants contained in the Private Placement Units will be non-redeemable. The Private Placement Warrants may also be exercised for cash or on a cashless basis. The Private Placement Warrants will not expire except upon liquidation.
Note 8 Fair Value Measurements
Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
| | | Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; | |
| | | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and | |
| | | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. | |
In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
The following table presents information about the Companys assets and liabilities that are measured at fair value on a recurring basis at December31, 2025, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
| Description | | Level | | | December31, 2025 | | |
| Assets: | | | | | | | |
| Cash and marketable securities held in Trust Account | | | 1 | | | $ | 231,467,889 | | |
The fair value of the Public Warrants is $4,830,000, or $0.63 per Public Warrant. The fair value of Public Warrants was determined using Monte Carlo Simulation Model. The Public Warrants have been classified within shareholders deficit and will not require remeasurement after issuance. The following table presents the quantitative information regarding market assumptions used in the Level 3 valuation of the Public Warrants:
| | | November 3, 2025 | | |
| Underlying stock price | | $ | 9.79 | | |
| Exercise price | | $ | 11.50 | | |
| Volatility | | | 6.50 | % | |
| Probability of De-SPAC and market adjustment | | | 50.00 | % | |
| Risk-free rate | | | 3.86 | % | |
| Expected term to De-SPAC (years) | | | 2.00 | | |
| Warrant term (years) | | | 7.00 | | |
F-15
Note9 Segment Information
FASB ASC Topic280, Segment Reporting, establishes standards for companies to report, in their financial statements, information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Companys CODM, or group, in deciding how to allocate resources and assess performance.
The Companys CODM has been identified as the Chief Executive Officer, who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has one reportable segment.
The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the statement of operations as net income or loss. The measure of segment assets is reported on the balance sheet as total assets. When evaluating the Companys performance and making key decisions regarding resource allocation, the CODMs review several key metrics, which include the following:
| | | December 31, 2025 | | |
| Cash | | $ | 1,277,337 | | |
| Cash and marketable securities held in Trust Account | | $ | 231,467,889 | | |
| | | For the Periodfrom July 24, 2025 (Inception) through December31, 2025 | | |
| Operating and formation costs | | $ | 236,214 | | |
| Interest earned on marketable securities held in Trust Account | | $ | 1,376,013 | | |
The CODM reviews the position of total assets to assess if the Company has sufficient resources available to discharge its liabilities. The CODM is provided with details of cash and liquid resources available with the Company. The CODM will review the interest that will be earned and accrued on cash held in Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the Trust Agreement.
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 or similar transaction 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 accompanying 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 accompanying statements of operations and described within their respective disclosures.
Note10 Subsequent Events
The Company evaluated subsequent events and transactions that occurred after the balance sheet date, up to December 31, 2025, the date the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustments or disclosure in the financial statements.
F-16