Bold Eagle Acquisition Corp. (BEAG) — 10-K

Filed 2026-03-23 · Period ending 2025-12-31 · 82,546 words · SEC EDGAR

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# Bold Eagle Acquisition Corp. (BEAG) — 10-K

**Filed:** 2026-03-23
**Period ending:** 2025-12-31
**Accession:** 0001213900-26-032983
**Source:** [SEC EDGAR](https://www.sec.gov/Archives/edgar/data/1852207/000121390026032983/)
**Origin leaf:** 62606847d53a01c6cf4d29d7de4b114c3d7c6a921bb576dc13f4318bdefa5305
**Words:** 82,546



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**
UNITED
STATES**
**SECURITIES
AND EXCHANGE COMMISSION**
**Washington,
D.C. 20549**
****
**FORM
10-K**
****
**(Mark
One)**
**ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934**
****
**For
the fiscal year ended December 31, 2025**
****
**TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934**
****
**OR**
****
**For
the transition period from to**
****
**Commission
file number: 001-42385**
****
**BOLD
EAGLE ACQUISITION CORP.**
**(Exact
name of registrant as specified in its charter)**
| Cayman Islands | | N/A | |
| (State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification Number) | |
| | | | |
| 955 Fifth Avenue New York, New York | | 10075 | |
| (Address of principal executive offices) | | (Zip Code) | |
****
**Registrants
telephone number, including area code: (310) 209-7280**
****
**Securities
registered pursuant to Section 12(b) of the Act:**
****
| Title of Each Class: | | Trading Symbol(s) | | Name of Each Exchange on Which Registered: | |
| Units, each consisting of one Class A ordinary share, $0.0001 par value, and one right to receive one twentieth (1/20) of a Class A ordinary share | | BEAGU | | The Nasdaq Stock Market LLC | |
| Class A ordinary shares, 0.0001 par value | | BEAG | | The Nasdaq Stock Market LLC | |
| Rights, each entitling the holder to receive one twentieth (1/20) of one Class A ordinary share | | BEAGR | | The Nasdaq Stock Market LLC | |
****
**Securities
registered pursuant to Section 12(g) of the Act: None**
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No 
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes 
No 
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes No 
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T ( 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files). Yes No 
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definition of large accelerated filer, accelerated filer,
smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | | Accelerated filer | | |
| Non-accelerated filer | | Smaller reporting company | | |
| Emerging growth company | | | | |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 
Indicate
by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. 
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.
Indicate
by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrants executive officers during the relevant recovery period pursuant to 240.10D-1(b). 
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No 
As
of June 30, 2025, the last business day of the most recently completed second fiscal quarter, the aggregate market value of the voting
and non-voting shareholders equity held by non-affiliates was $270,126,000.
As
of March 23, 2026, there were 26,158,000 Class A ordinary shares, par value $0.0001, issued and outstanding, and 5,160,000
Class B ordinary shares, $0.0001 par value, issued and outstanding.
****
**TABLE
OF CONTENTS**
| 
Cautionary Note Regarding Forward-Looking Statements | 
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ii | |
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PART I | 
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1 | |
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Item 1. | 
Business | 
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1 | |
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Item 1A. | 
Risk Factors | 
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18 | |
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Item 1B. | 
Unresolved Staff Comments | 
| 
52 | |
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Item 1C. | 
Cybersecurity | 
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52 | |
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Item 2. | 
Properties | 
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52 | |
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Item 3. | 
Legal Proceedings | 
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52 | |
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Item 4. | 
Safety Disclosures | 
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52 | |
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PART II | 
| 
53 | |
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Item 5. | 
Market for Registrants Shareholders Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities | 
| 
53 | |
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Item 6. | 
[Reserved] | 
| 
53 | |
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Item 7. | 
Managements Discussion and Analysis of Financial Condition and Results of Operations | 
| 
54 | |
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Item 7A. | 
Quantitative and Qualitative Disclosures about Market Risk | 
| 
60 | |
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Item 8. | 
Financial Statements and Supplementary Data | 
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60 | |
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Item 9. | 
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 
| 
60 | |
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Item 9A. | 
Controls and Procedures | 
| 
61 | |
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Item 9B. | 
Other Information | 
| 
61 | |
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Item 9C. | 
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 
| 
61 | |
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PART III | 
| 
62 | |
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Item 10. | 
Directors, Executive Officers and Corporate Governance | 
| 
62 | |
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Item 11. | 
Executive Compensation | 
| 
71 | |
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Item 12. | 
Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters | 
| 
72 | |
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Item 13. | 
Certain Relationships and Related Transactions, and Director Independence | 
| 
74 | |
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Item 14. | 
Principal Accounting Fees and Services | 
| 
75 | |
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PART IV | 
| 
76 | |
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Item 15. | 
Exhibits, Financial Statement Schedules | 
| 
76 | |
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| 
INDEX TO FINANCIAL STATEMENTS | 
| 
F-1 | |
i
****
**Cautionary
Note Regarding Forward-Looking Statements**
Certain
statements in this Annual Report on Form 10-K (this Form 10-K) may constitute forward-looking statements
for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our
or our management teams expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements
that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions,
are forward-looking statements. The words anticipate, believe, continue, could,
estimate, expect, intend, may, might, plan, possible,
potential, predict, project, should, would and similar expressions
may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking
statements in this Form 10-K may include, for example, statements about:
| 
| 
| 
our ability to select an
appropriate target business or businesses; | |
| 
| 
| 
our ability to complete
our initial business combination; | |
| 
| 
| 
our expectations around
the performance of the prospective target business or businesses; | |
| 
| 
| 
our success in retaining
or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; | |
| 
| 
| 
our officers and directors
allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial
business combination; | |
| 
| 
| 
our potential ability to
obtain additional financing to complete our initial business combination; | |
| 
| 
| 
our pool of prospective
target businesses; | |
| 
| 
| 
our search for a business
combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected
by events that are outside of our control, such as increased geopolitical unrest, pandemic outbreaks (such as COVID-19) and volatility
in the debt and equity markets; | |
| 
| 
| 
the ability of our officers
and directors to generate a number of potential acquisition opportunities; | |
| 
| 
| 
our public securities
potential liquidity and trading; | |
| 
| 
| 
the lack of a market for
our securities; | |
| 
| 
| 
the use of proceeds not
held in the Trust Account or available to us from interest income on the Trust Account balance; | |
| 
| 
| 
the Trust Account not being
subject to claims of third parties; or | |
| 
| 
| 
our financial performance. | |
The
forward-looking statements contained in this Annual Report on Form 10-K are based on our current expectations and beliefs concerning
future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those
that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control)
or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these
forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the section
of this Form 10-K entitled *Risk Factors*. Should one or more of these risks or uncertainties materialize, or should
any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.
We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events
or otherwise, except as may be required under applicable securities laws.
ii
****
**PART
I**
**
*References
in this report to we, us or the Company refer to Bold Eagle Acquisition Corp. References to
our management or our management team refer to our officers and directors. References to our initial
shareholders are to the holders of our Founder Shares prior to our Initial Public Offering, each as defined herein.*
****
**Item
1. Business.**
****
**Introduction**
We
are a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset
acquisition, share purchase, reorganization or similar business combination with one or more businesses (the business combination).
We have neither engaged in any operations nor generated any revenue to date. Based on our business activities, the Company is a shell
company as defined under the Exchange Act of 1934 (the Exchange Act) because we have no operations and nominal assets
consisting almost entirely of cash.
Our
efforts to identify a prospective initial business combination target will not be limited to a particular industry, sector or geographic
region. While we may pursue an initial business combination opportunity in any industry or sector, we intend to capitalize on the ability
of our management team to identify and combine with a business or businesses that can benefit from our management teams established
global relationships and operating experience. We believe the potential best use cases for SPACs are special situations
involving target companies, including consolidations, corporate carve-outs (from public or private businesses), and global companies
based internationally that are seeking sponsorship to access the U.S. equity capital markets. We intend to target a combined company
that has a pro forma equity value of $3 billion or greater. In connection with a business combination with a combined company that has
a pro forma equity value of $3 billion or greater, Eagle Equity Partners IV, LLC (the Sponsor) has agreed, pursuant to
a letter agreement, to restructure the Companys Class B ordinary shares, par value $0.001 per share (the Class B ordinary
shares or Founder Shares), and any shares issuable pursuant to the anti-dilution provisions in the Founder Shares,
such that the fully vested shares in the surviving company in such business combination held by our Sponsor immediately upon the consummation
of such business combination will represent approximately 1% of such pro forma equity value of the pro forma combined company (not including
any earnout or unvested shares which may be issued, granted, held, converted or otherwise provided in connection with the consummation
of the business combination) to limit the Founder Shares dilutive impact. The foregoing represents the extent of the Sponsors
commitment to restructure such shares and because this agreement to restructure the Founder Shares is in a letter agreement, as opposed
to the anti-dilution adjustment which is in our amended and restated memorandum and articles of association (as may be amended or restated,
the amended and restated memorandum and articles of association), it may be amended at any time without shareholder approval.
Our management team has extensive experience in identifying and executing strategic investments globally and has done so successfully
in a number of sectors. We believe our management team is well positioned to create value for our shareholders, and that our contacts
and sources, ranging from owners of private and public companies, private equity funds, investment bankers, attorneys, accountants and
business brokers in these sectors will allow us to generate attractive acquisition opportunities. Our amended and restated memorandum
and articles of association prohibit us from effectuating a business combination solely with another blank check company or similar company
with nominal operations.
On
October 25, 2024, we consummated our initial public offering (the Initial Public Offering) of 25,000,000 units (the Units).
Each Unit consists of one of the Companys Class A ordinary shares, par value $0.0001 per share (the Class A ordinary shares
or public shares), and one right (the Eagle Share Rights), with each Eagle Share Right entitling the holder
to receive one twentieth (1/20) of one Class A ordinary share upon the consummation of a business combination. The Units were sold at
a price of $10.00 per Unit, generating gross proceeds of $250,000,000. We granted the underwriters a 45-day option to purchase up to
3,750,000 additional Units to cover over-allotments at the Initial Public Offering price (the Over-Allotment Option).
Simultaneously
with the consummation of the Initial Public Offering, we completed the private sale (the private placement) of an aggregate
of 350,000 Class A ordinary shares (the Private Placement Shares) to the Sponsor at a purchase price of $10.00 per Private
Placement Share, generating gross proceeds of $3,500,000.
1
Prior
to the consummation of the Initial Public Offering, on March 23, 2021, the Sponsor paid an aggregate of $25,000 to cover certain offering
and formation costs of the Company in consideration for 57,500,000 of Founder Shares. On June 25, 2024, the Sponsor surrendered for no
consideration 50,312,500 Founder Shares, resulting in the Sponsor holding an aggregate of 7,187,500 Founder Shares. The Founder Shares
included an aggregate of up to 937,500 shares subject to forfeiture by the Sponsor to the extent that the Over-Allotment Option was not
exercised in full or in part. In addition, the Sponsor agreed to surrender to us for no consideration after the closing of the Initial
Public Offering a number of Class B ordinary shares equal to the number of Class A ordinary shares underlying the Eagle Share Rights
included in the Units sold in the Initial Public Offering. The Sponsor agreed to surrender 1,250,000 Founder Shares in respect of the
Eagle Share Rights if the Over-Allotment Optionwas not exercised and agreed to surrender up to 1,437,500 Founder Shares in respect
of the Eagle Share Rights if the underwriters Over-AllotmentOption was exercised in full, leaving the Sponsor with an aggregate
of 5,000,000 or 5,750,000 Founder Shares, respectively, representing 16.67% of our issued and outstanding ordinary shares immediately
following the completion of the Initial Public Offering, after giving effect to the surrender to us for no consideration after the closing
of the Initial Public Offering a number of Class B ordinary shares equal to the number of Class A ordinary shares underlying the Eagle
Share Rights included in the Units sold in the Initial Public Offering and excluding the issuance of the Private Placement Shares.
The
underwriters had 45 days from the date of the Initial Public Offering to exercise the Over-Allotment Option. On December 9, 2024, we
closed the issuance and sale of 800,000 additional Units (the Over-Allotment Option Units) in connection with the underwriters
partially exercising the Over-Allotment Option. The Over-Allotment Option Units were sold at the Initial Public Offering price of $10.00
per Unit, generating gross proceeds of $8,000,000. Simultaneously with the closing of the sale of the Over-Allotment Option Units, the
Company completed the private sale of an additional 8,000 Private Placement Shares to the Sponsor at a price of $10.00 per share, generating
gross proceeds to the Company of $80,000. In connection with the closing of the Over-Allotment Option, the Sponsor forfeited 2,027,500
Founder Shares, resulting in the Sponsor holding an aggregate of 5,160,000 Founder Shares.
A
total of $258,000,000, comprised of $250,000,000 of the proceeds from the Initial Public Offering and $8,000,000 of the proceeds of the
sale of the Over-Allotment Option Units and the additional Private Placement Shares, was placed in a U.S.-based trust account (the Trust
Account) at J.P. Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee.
The
funds 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 of 1940, as amended
(the Investment Company Act), which invest only in direct U.S.government treasury obligations; the holding of these
assets in this form is intended to be temporary and for the sole purpose of facilitating the intended business combination and may at
any time be held as cash or cash items, including in demand deposit accounts at a bank. We will disclose in each quarterly and annual
report filed with the U.S. Securities and Exchange Commission (SEC) prior to our initial business combination whether the
proceeds deposited in the Trust Account are invested in U.S.government treasury obligations or money market funds or a combination
thereof or as cash or cash items, including in demand deposit accounts.
Our
amended and restated memorandum and articles of association provide that we have only 24 months from the closing of the Initial Public
Offering to complete an initial business combination, or by October 25, 2026, (the completion window).
The
Company is a Cayman Islands exempted company and is presently not subject to income taxes or income tax filing requirements in the Cayman
Islands or the United States.
We
intend to effectuate our initial business combination using cash from the proceeds of the Initial Public Offering, the sale of the Private
Placement Shares, our equity, debt or a combination of these as the consideration to be paid in our initial business combination, and
including pursuant to forward purchase agreements or backstop agreements we may enter into. We may also issue shares in private placement
transactions (so-called PIPE transactions) in connection with our initial business combination, for instance in order to provide sufficient
liquidity and capital to the post-business combination entity. Generally, the issuance of additional shares in a business combination
may significantly dilute the equity interest of investors in the Initial Public Offering, which dilution would increase if the anti-dilution
provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one basis upon
conversion of the Class B ordinary shares, may subordinate the rights of holders of Class A ordinary shares if preference shares are
issued with rights senior to those afforded our Class A ordinary shares, could cause a change in control if a substantial number of our
Class A ordinary shares are issued, may have the effect of delaying or preventing a change of control by diluting the share ownership
or voting rights of a person seeking to obtain control, and may adversely affect prevailing market prices for our Class A ordinary shares.
The price of the shares we may issue in such a transaction may be less, and potentially significantly less, than $10.00 per share or
the market price for our shares at such time. Any such issuances of equity securities at a price that is less than $10.00 or the prevailing
market price of our shares at that time could be structured to ensure a return on investment to the investors and could dilute the interests
of our existing shareholders in a manner that would not ordinarily occur in a traditional initial public offering and could result in
both a reduction in the trading price of our shares to the price at which we issue such equity securities and fluctuations in the net
tangible book value per share of the combined companys securities following the completion of our initial business combination.
We may also provide price protection or other incentives, or issue convertible securities such as preferred equity or convertible debt,
and the exercise or conversion price of those securities may be fixed or adjustable, and may be less, and potentially significantly less,
than $10.00 per share or the market price for our shares at such time. Such issuances could also result in additional transaction costs
related to our initial business combination compared to a traditional initial public offering, including the placement fees associated
with the engagement of a placement agent in connection with PIPE transactions. Such potential dilutive issuances of securities are likely
to increase as the pro forma equity value of a prospective combined company increases, and we intend to target a combined company that
has a pro forma equity value of $3 billion or greater. We may choose to incur substantial debt to complete our initial business combination.
No issuance of debt will affect the per share amount available for redemption from the Trust Account.
2
****
**Our
Management Team**
The
members of our management team, including Harry E. Sloan, our Co-Chairman, Eli Baker, our Chief Executive Officer and director, Jeff
Sagansky, our Co-Chairman, and Ryan OConnor, our Chief Financial Officer, have extensive experience with special purpose acquisition
companies and consummating business combinations.
The
past performance of our management team is not a guarantee either (i) of success with respect to any business combination we may consummate
or (ii) that we will be able to identify a suitable candidate or candidates for our initial business combination. You should not rely
on the historical record of our managements performance as indicative of our future performance.
For
more information about our management team, see Item 10. Directors, Executive Officers and Corporate Governance.
****
**Our
Sponsor**
Our
Sponsor is a Delaware limited liability company which was formed to invest in us. Although our Sponsor is permitted to undertake any
activities permitted under the Limited Liability Companies Act (As Revised) (the Companies Act) and other applicable law,
our Sponsors business is focused on investing in our company. The managing members of our Sponsor are Eli Baker, our Chief Executive
Officer and director, Harry E. Sloan, our Co-Chairman, and Jeff Sagansky, our Co-Chairman. Messrs. Baker, Sloan and Sagansky control
the management of our Sponsor, including the exercise of voting and investment discretion over the securities of our company held by
our Sponsor.
****
**Initial
Business Combination**
The
rules of The Nasdaq Global Market (Nasdaq) require that we must complete one or more business combinations having an aggregate
fair market value of at least 80% of the value of the assets held in the Trust Account (excluding the deferred underwriting commissions
and taxes payable on the interest earned on the Trust Account) at the time of the agreement to enter into the initial business combination.
Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors
is not able to independently determine the fair market value of our initial business combination (including with the assistance of financial
advisors), we will obtain an opinion from an independent investment banking firm which is a member of the Financial Industry Regulatory
Authority, Inc. (FINRA), or another independent entity that commonly renders valuation opinions with respect to the satisfaction
of such criteria. While we consider it likely that our board of directors will be able to make an independent determination of the fair
market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of
a particular target or if there is a significant amount of uncertainty as to the value of the targets assets or prospects. Additionally,
pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors.
We
anticipate structuring our initial business combination so that the post-transaction company in which our public shareholders own shares
will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial
business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target
business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete
such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target
or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company
under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target,
our shareholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending
on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which
we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of
a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial
number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our outstanding
shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses
are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will
be taken into account for purposes of the 80% of net assets test described above. If the initial business combination involves more than
one target business, the aggregate value of all of the target businesses will be taken into account for purposes of the 80% fair market
value test.
3
We
believe the following general criteria and guidelines are important in evaluating prospective target businesses, but we may decide to
enter into a business combination with a target business that does not meet these criteria and guidelines.
| 
| 
| 
Targets That Can
Benefit from Our Management Teams Relationships and Experience. Our efforts to identify a prospective initial business
combination target will not be limited to a particular industry, sector or geographic region. While we may pursue an initial business
combination opportunity in any industry or sector, we intend to capitalize on the ability of our management team to identify and
combine with a business or businesses that can benefit from our management teams established global relationships and operating
experience. We believe the potential best use cases for SPACs are special situations involving target companies, including
consolidations, corporate carve-outs (from public or private businesses), and global companies based internationally that are seeking
sponsorship to access the U.S. equity capital markets. We intend to target a combined company that has a pro forma equity value of
$3 billion or greater. In connection with a business combination with a combined company that has a pro forma equity value of $3
billion or greater, our Sponsor has agreed, pursuant to a letter agreement, to restructure the Founder Shares, and any shares issuable
pursuant to the anti-dilution provisions in the Founder Shares, such that the fully vested shares in the surviving company in such
business combination held by our Sponsor immediately upon the consummation of such business combination will represent approximately
1% of such pro forma equity value of the pro forma combined company (not including any earnout or unvested shares which may be issued,
granted, held, converted or otherwise provided in connection with the consummation of the business combination) to limit the Founder
Shares dilutive impact. The foregoing represents the extent of the Sponsors commitment to restructure such shares and
because this agreement to restructure the Founder Shares is in the letter agreement, as opposed to the anti-dilution adjustment which
is in our amended and restated memorandum and articles of association, it may be amended at any time without shareholder approval. | |
| 
| 
| 
Growing Industries
and Markets. We will seek out opportunities in sectors and industries that have experienced and continue to experience growth,
as well as in faster-growing segments of developed and emerging markets. | |
| 
| 
| 
Business with Revenue
and/or Earnings Growth Potential. We will seek to acquire one or more businesses that have multiple, diverse potential drivers
of revenue and/or earnings growth. | |
| 
| 
| 
Companies with Potential
for Free Cash Flow Generation. We will seek to acquire one or more businesses that have the potential to generate strong
and stable free cash flow now or in the future. | |
| 
| 
| 
Companies with Potential
to Grow through Acquisition. We will seek to acquire one or more businesses that have the potential to grow inorganically
through acquisitions of competitors in their markets or expansion into adjacent markets. | |
These
criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be
based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management
may deem relevant. In the event that we decide to enter into a business combination with a target business that does not meet the above
criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications
related to our initial business combination, which, as discussed in this Form 10-K, would be in the form of proxy solicitation or tender
offer materials, as applicable, that we would file with the SEC. In evaluating a prospective target business, we expect to conduct a
due diligence review which may encompass, among other things, meetings with incumbent management and employees, document reviews, interviews
of customers and suppliers, inspections of facilities, as well as reviewing financial and other information which will be made available
to us.
****
**Sourcing
of Potential Initial Business Combination Targets**
We
believe our management teams significant operating and transaction experience and relationships will provide us with a substantial
number of potential initial business combination targets.
Over
the course of their careers, the members of our management team have developed a broad network of contacts and corporate relationships
around the world. This network has grown through the activities of our management team sourcing, acquiring and financing businesses,
the reputation of our management team for integrity and fair dealing with sellers, financing sources and target management teams and
the experience of our management team in executing transactions under varying economic and financial market conditions. In addition,
our management team has developed a significant network of relationships through the core management teams long-time sponsorship
of special purpose acquisition companies. Our management team has further developed contacts from serving on the boards of directors
of prominent digital media companies and gaming companies.
4
This
network has provided our management team with a flow of referrals that has resulted in numerous transactions which were proprietary or
where a limited group of investors were invited to participate in the sale process. We believe that the network of contacts and relationships
of our management team will provide us important sources of investment opportunities. In addition, we anticipate that target business
combination candidates will be brought to our attention from various unaffiliated sources, including investment market participants,
private equity funds and large business enterprises seeking to divest non-core assets or divisions.
We
are not prohibited from pursuing an initial business combination with a company that is affiliated with our Sponsor, executive officers
or directors, or completing the business combination through a joint venture or other form of shared ownership with our Sponsor, executive
officers or directors. In the event we seek to complete an initial business combination with a target that is affiliated (as defined
in our amended and restated memorandum and articles of association) with our Sponsor, executive officers or directors, we, or a committee
of independent directors, would obtain an opinion from an independent investment banking firm that is a member of FINRA or another independent
entity that commonly renders valuation opinions stating that the consideration to be paid by us in such an initial business combination
is fair to our company from a financial point of view.
Members
of our management team directly or indirectly own Founder Shares and/or Private Placement Shares and, accordingly, may have a conflict
of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business
combination and in negotiating or accepting the terms of the transaction because of their financial interest in completing an initial
business combination within the completion window. The low price that our Sponsor, executive officers and directors (directly or indirectly)
paid for the Founder Shares creates an incentive whereby our officers and directors could potentially make a substantial profit even
if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. If we are unable
to complete our initial business combination within the completion window, the Founder Shares may expire worthless, except to the extent
they receive liquidating distributions from assets outside the Trust Account, which could create an incentive for our Sponsor, executive
officers and directors to complete a transaction even if we select an acquisition target that subsequently declines in value and is unprofitable
for public shareholders. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular
business combination if the retention or resignation of any such officers and directors were to be included by a target business as a
condition to any agreement with respect to our initial business combination.
Each
of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations
to another entity pursuant to which such officer or director is or will be required to present a business combination opportunity to
such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for
an entity to which he or she has then current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual
obligations to present such business combination opportunity to such other entity, subject to their fiduciary duties under Cayman Islands
law. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by applicable law:
(i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to
refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce
any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be
a corporate opportunity for any director or officer, on the one hand, and us, on the other. We do not believe, however, that the fiduciary
duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination.
In
addition, our Sponsor and our officers and directors may sponsor or form other special purpose acquisition companies similar to ours
or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. Any such
companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination. However,
because the other entities to which our officers and directors currently owe fiduciary duties or contractual obligations are not themselves
in the business of engaging in business combinations, and because we expect that our company will generally have priority over any other
special purpose acquisition companies subsequently formed by our Sponsor, officers or directors with respect to acquisition opportunities
until we complete our initial business combination or enter into a contractual agreement that would restrict our ability to engage in
material discussions regarding a potential initial business combination, we do not believe that any such potential conflicts would materially
affect our ability to complete our initial business combination.
5
****
**Status
as a Public Company**
We
believe our structure will make us an attractive business combination partner to target businesses. As an existing public company, we
offer a target business an alternative to the traditional initial public offering through a merger or other business combination with
us. In a business combination transaction with us, the owners of the target business may, for example, exchange their shares of stock
or shares or other equity interests in the target business for our Class A ordinary shares (or shares of a new holding company) or for
a combination of our Class A ordinary shares and cash, allowing us to tailor the consideration to the specific needs of the sellers.
We believe target businesses will find this method a more expeditious and cost effective method to becoming a public company than the
typical initial public offering. The typical initial public offering process takes a significantly longer period of time than the typical
business combination transaction process, and there are significant expenses and market and other uncertainties in the initial public
offering process, including underwriting discounts and commissions, marketing and road show efforts that may not be present to the same
extent in connection with a business combination with us.
Furthermore,
once a proposed initial business combination is completed, the target business will have effectively become public, whereas an initial
public offering is always subject to the underwriters ability to complete the offering, as well as general market conditions,
which could delay or prevent the offering from occurring or could have negative valuation consequences. Following an initial business
combination, we believe the target business would then have greater access to capital, an additional means of providing management incentives
consistent with shareholders interests and the ability to use its shares as currency for acquisitions. Being a public company
can offer further benefits by augmenting a companys profile among potential new customers and vendors and aid in attracting talented
employees.
While
we believe that our structure and our management teams backgrounds will make us an attractive business partner, some potential
target businesses may view our status as a blank check company, such as our lack of an operating history and our ability to seek shareholder
approval of any proposed initial business combination, negatively.
We
are an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the JOBS Act).
We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary
of the completion of the Initial Public Offering, (b) in which we have total annual gross revenue of at least $1,235,000,000, or (c)
in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by
non-affiliates exceeds $700,000,000 as of the prior June 30, and (2) the date on which we have issued more than $1,000,000,000 in non-convertible
debt securities during the prior three-year period.
Additionally,
we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take
advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.
We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares
held by non-affiliates is equal to or exceeds $250,000,000 as of the prior June 30, or (2) our annual revenues equaled or exceeded $100,000,000
during such completed fiscal year and the market value of our ordinary shares held by non-affiliates is equal to or exceeds $700,000,000
as of the prior June 30.
****
**Financial
Position**
With
funds available for a business combination initially in the amount of $248,970,000 (assuming no redemptions), after payment of $9,030,000
of deferred underwriting fees, we offer a target business a variety of options such as creating a liquidity event for its owners, providing
capital for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt ratio. Because
we are able to complete our initial business combination using our cash, debt or equity securities, or a combination of the foregoing,
we have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to the target
business to fit its needs and desires. However, we have not taken any steps to secure third party financing and there can be no assurance
it will be available to us.
****
**Effecting
Our Initial Business Combination**
**
*General*
We
are not presently engaged in, and we will not engage in, any operations for an indefinite period of time. We intend to effectuate our
initial business combination using cash from the proceeds of the Initial Public Offering and the private placement of the Private Placement
Shares, the proceeds of the sale of our shares in connection with our initial business combination (pursuant to forward purchase agreements
or backstop agreements we may enter into), shares issued to the owners of the target, debt issued to bank or other lenders or the owners
of the target, other securities issuances, or a combination of the foregoing. We may seek to complete our initial business combination
with a company or business that may be financially unstable or in its early stages of development or growth, which would subject us to
the numerous risks inherent in such companies and businesses.
6
If
our initial business combination is paid for using equity or debt securities, or not all of the funds released from the Trust Account
are used for payment of the consideration in connection with our initial business combination or used for redemptions of our Class A
ordinary shares, we may apply the balance of the cash released to us from the Trust Account for general corporate purposes, including
for maintenance or expansion of operations of the post-transaction company, the payment of principal or interest due on indebtedness
incurred in completing our initial business combination, to fund the purchase of other companies or for working capital.
Although
our management will assess the risks inherent in a particular target business with which we may combine, we cannot assure you that this
assessment will result in our identifying all risks that a target business may encounter. Furthermore, some of those risks may be outside
of our control, meaning that we can do nothing to control or reduce the chances that those risks will adversely affect a target business.
We
may need to obtain additional financing to complete our initial business combination, either because the transaction requires more cash
than is available from the proceeds held in our Trust Account or because we become obligated to redeem a significant number of our public
shares in connection with the completion of the business combination, in which case we may issue additional securities or incur debt
in connection with such business combination. In addition, we intend to target businesses with enterprise values that are greater than
we could acquire with the net proceeds of the Initial Public Offering and the sale of the Private Placement Shares, and, as a result,
if the cash portion of the purchase price exceeds the amount available from the Trust Account, net of amounts needed to satisfy any redemptions
by public shareholders, we may be required to seek additional financing to complete such proposed initial business combination. We may
also obtain financing prior to the closing of our initial business combination to fund our working capital needs and transaction costs
in connection with our search for and completion of our initial business combination. There is no limitation on our ability to raise
funds through the issuance of equity or equity-linked securities or through loans, advances or other indebtedness in connection with
our initial business combination, including pursuant to forward purchase agreements or backstop agreements we may enter into. Subject
to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our initial
business combination. If we are unable to complete our initial business combination because we do not have sufficient funds available
to us, we will be forced to liquidate the Trust Account. In addition, following our initial business combination, if cash on hand is
insufficient, we may need to obtain additional financing in order to meet our obligations. None of our Sponsor, officers, directors or
shareholders is required to provide any financing to us in connection with or after our initial business combination.
**
*Sources
of Target Businesses*
We
anticipate that target business candidates will be brought to our attention from various unaffiliated sources, including investment bankers,
private investment funds and other members of the financial community. Target businesses may be brought to our attention by such unaffiliated
sources as a result of being solicited by us through calls or mailings. These sources may also introduce us to target businesses in which
they think we may be interested on an unsolicited basis, since many of these sources will have read this prospectus and know what types
of businesses we are targeting. Our officers and directors, as well as their affiliates, may also bring to our attention target business
candidates of which they become aware through their business contacts as a result of formal or informal inquiries or discussions they
may have, as well as attending trade shows or conventions. In addition, we expect to receive a number of proprietary deal flow opportunities
that would not otherwise necessarily be available to us as a result of the track record and business relationships of our officers and
directors. While we do not presently anticipate engaging the services of professional firms or other individuals that specialize in business
acquisitions on any formal basis, we may engage these firms or other individuals in the future, in which event we may pay a finders
fee, consulting fee or other compensation to be determined in an arms length negotiation based on the terms of the transaction.
We will engage a finder only to the extent our management determines that the use of a finder may bring opportunities to us that may
not otherwise be available to us or if finders approach us on an unsolicited basis with a potential transaction that our management determines
is in our best interest to pursue. Payment of a finders fee is customarily tied to completion of a transaction, in which case
any such fee will be paid out of the funds held in the Trust Account. In addition, we pay an affiliate of our Sponsor for office space
and administrative services provided to members of our management team in an amount equal to $15,000 per month. Any such payments prior
to our initial business combination will be made from (i) funds held outside the Trust Account or (ii) interest earned on the Trust Account
and released to us to fund our working capital requirements (subject to an annual maximum release of $1,000,000). In addition, we have
agreed, pursuant to the administrative and indemnification services agreement with our Sponsor relating to the monthly payment for office
space and administrative services described above, that we will indemnify our Sponsor from any claims arising out of or relating to the
Initial Public Offering or the companys operations or conduct of the companys business or any claim against our Sponsor
alleging any expressed or implied management or endorsement by our Sponsor of any of the companys activities or any express or
implied association between 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.
7
We
are not prohibited from pursuing an initial business combination with a business combination target that is affiliated with our Sponsor,
officers or directors, or from completing the business combination through a joint venture or other form of shared ownership with our
Sponsor, officers or directors. In the event we seek to complete our initial business combination with a business combination target
that is affiliated (as defined in our amended and restated memorandum and articles of association) with our Sponsor, executive officers
or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm which
is a member of FINRA or another independent entity that commonly renders valuation opinions, that the consideration to be paid by us
in such an initial business combination is fair to our company from a financial point of view. We are not required to obtain such an
opinion in any other context.
**
*Evaluation
of a Target Business and Structuring of Our Initial Business Combination*
In
evaluating a prospective target business, we expect to conduct a due diligence review which may encompass, among other things, meetings
with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities, as applicable,
as well as a review of financial, operational, legal and other information which will be made available to us. If we determine to move
forward with a particular target, we will proceed to structure and negotiate the terms of the business combination transaction.
The
time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs
associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification
and evaluation of, and negotiation with, a prospective target business with which our initial business combination is not ultimately
completed will result in our incurring losses and will reduce the funds we can use to complete another business combination.
**
*Lack
of Business Diversification*
For
an indefinite period of time after the completion of our initial business combination, the prospects for our success may depend entirely
on the future performance of a single business. Unlike other entities that have the resources to complete business combinations with
multiple entities in one or several industries, it is probable that we will not have the resources to diversify our operations and mitigate
the risks of being in a single line of business. By completing our initial business combination with only a single entity, our lack of
diversification may:
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subject us to negative
economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry
in which we operate after our initial business combination, and | |
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| 
cause us to depend on the
marketing and sale of a single product or limited number of products or services. | |
**
*Limited
Ability to Evaluate the Targets Management Team*
Although
we intend to closely scrutinize the management of a prospective target business when evaluating the desirability of effecting our initial
business combination with that business, our assessment of the target businesss management may not prove to be correct. In addition,
the future management may not have the necessary skills, qualifications or abilities to manage a public company. Furthermore, the future
role of members of our management team, if any, in the target business cannot presently be stated with any certainty. The determination
as to whether any of the members of our management team will remain with the combined company will be made at the time of our initial
business combination. While it is possible that one or more of our directors will remain associated in some capacity with us following
our initial business combination, it is unlikely that any of them will devote their full efforts to our affairs subsequent to our initial
business combination. Moreover, we cannot assure you that members of our management team will have significant experience or knowledge
relating to the operations of the particular target business.
We
cannot assure you that any of our key personnel will remain in senior management or advisory positions with the combined company. The
determination as to whether any of our key personnel will remain with the combined company will be made at the time of our initial business
combination.
Following
a business combination, we may seek to recruit additional managers to supplement the incumbent management of the target business. We
cannot assure you that we will have the ability to recruit additional managers, or that additional managers will have the requisite skills,
knowledge or experience necessary to enhance the incumbent management.
8
**
*Shareholders
May Not Have the Ability to Approve Our Initial Business Combination*
We
may conduct redemptions without a shareholder vote pursuant to the tender offer rules of the SEC subject to the provisions of our amended
and restated memorandum and articles of association. However, we will seek shareholder approval if it is required by law or applicable
stock exchange rule, or we may decide to seek shareholder approval for business or other reasons.
Under
Nasdaqs listing rules, shareholder approval would be required for our initial business combination if, for example:
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We issue ordinary shares
that will be equal to or in excess of 20% of the number of our ordinary shares then outstanding (other than in a public offering); | |
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Any of our directors, officers
or substantial shareholders (as defined by Nasdaq rules) has a 5% or greater interest earned on the Trust Account (or such persons
collectively have a 10% or greater interest), directly or indirectly, in the target business or assets to be acquired or otherwise
and the present or potential issuance of ordinary shares could result in an increase in outstanding ordinary shares or voting power
of 5% or more; or | |
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The issuance or potential
issuance of ordinary shares will result in our undergoing a change of control. | |
The
decision as to whether we will seek shareholder approval of a proposed business combination in those instances in which shareholder approval
is not required by applicable law or stock exchange listing requirements will be made by us, solely in our discretion, and will be based
on business and legal reasons, which include a variety of factors, including, but not limited to: (i) the timing of the transaction,
including in the event we determine shareholder approval would require additional time and there is either not enough time to seek shareholder
approval or doing so would place the company at a disadvantage in the transaction or result in other additional burdens on the company;
(ii) the expected cost of holding a shareholder vote; (iii) the risk that the shareholders would fail to approve the proposed business
combination; (iv) other time and budget constraints of the company; and (v) additional legal complexities of a proposed business combination
that would be time-consuming and burdensome to present to shareholders.
****
**Permitted
Purchases of Our Securities**
If
we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business
combination pursuant to the tender offer rules, our Sponsor, initial shareholders, directors, officers, advisors and their affiliates
may purchase public shares in privately negotiated transactions or in the open market either prior to or following the completion of
our initial business combination, although they are under no obligation or duty to do so. Any such price per share may be different than
the amount per share a public shareholder would receive if it elected to redeem its shares in connection with our initial business combination.
Such a purchase may include a contractual acknowledgment that such shareholder, although still the record holder of our shares is no
longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that our Sponsor, initial
shareholders, directors, officers, advisors and their affiliates purchase shares in privately negotiated transactions from public shareholders
who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections
to redeem their shares. It is intended that, if Rule 10b-18 would apply to purchases by our Sponsor, initial shareholders, directors,
officers, advisors and their affiliates, then such purchases will comply with Rule 10b-18 under the Exchange Act, to the extent it applies,
which provides a safe harbor for purchases made under certain conditions, including with respect to timing, pricing and volume of purchases.
Additionally,
at any time at or prior to our initial business combination, subject to applicable securities laws (including with respect to material
non-public information), our Sponsor, initial shareholders, directors, officers, advisors and their affiliates may enter into transactions
with investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of our initial
business combination or not redeem their public shares. However, they have no current commitments, plans or intentions to engage in such
transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be
used to purchase public shares in such transactions.
The
purpose of any such transactions could be to (1) increase the likelihood of obtaining shareholder approval of the business combination
or (2) satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of
cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. Any such
purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible.
9
In
addition, if such purchases are made, the public float of our securities may be reduced and the number of beneficial holders
of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities
on a national securities exchange.
Our
Sponsor, initial shareholders, directors, officers, advisors and their affiliates anticipate that they may identify the shareholders
with whom our Sponsor, initial shareholders, directors, officers, advisors and their affiliates may pursue privately negotiated transactions
by either the shareholders contacting us directly or by our receipt of redemption requests submitted by shareholders (in the case of
Class A ordinary shares) following our mailing of proxy materials in connection with our initial business combination. To the extent
that our Sponsor, initial shareholders, directors, officers, advisors and their affiliates enter into a private transaction, they would
identify and contact only potential selling or redeeming shareholders who have expressed their election to redeem their shares for a
pro rata share of the Trust Account or vote against our initial business combination, whether or not such shareholder has already submitted
a proxy with respect to our initial business combination but only if such shares have not already been voted at the general meeting related
to our initial business combination. Our Sponsor, initial shareholders, directors, officers, advisors and their affiliates will select
which shareholders to purchase shares from based on the negotiated price and number of shares and any other factors that they may deem
relevant, and will be restricted from purchasing shares if such purchases do not comply with Regulation M under the Exchange Act and
the other federal securities laws.
Our
Sponsor, initial shareholders, directors, officers, advisors and their affiliates will be restricted from making purchases of shares
if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act. Any such purchases will be reported pursuant to Section
13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. Additionally, in the
event our Sponsor, initial shareholders, directors, officers, advisors and their affiliates were to purchase public shares from public
shareholders, such purchases would be structured in compliance with the requirements of Rule 14e-5 under the Exchange Act including,
in pertinent part, through adherence to the following:
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| our
registration statement/proxy statement filed for our business combination transaction would disclose the possibility that our Sponsor,
initial shareholders, directors, officers, advisors and their affiliates may purchase public shares from public shareholders outside
the redemption process, along with the purpose of such purchases; | 
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| if
our Sponsor, initial shareholders, directors, officers, advisors and their affiliates were to purchase public shares from public shareholders,
they would do so at a price no higher than the price offered through our redemption process; | 
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| our
registration statement/proxy statement filed for our business combination transaction would include a representation that any of our
securities purchased by our Sponsor, initial shareholders, directors, officers, advisors and their affiliates would not be voted in favor
of approving the business combination transaction; | 
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| our
Sponsor, initial shareholders, directors, officers, advisors and their affiliates would not possess any redemption rights with respect
to our securities or, if they do acquire and possess redemption rights, they would waive such rights; and | 
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| we
would disclose in a Current Report on Form 8-K, before our security holder meeting to approve the business combination transaction, the
following material items: | 
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o | the
amount of our securities purchased outside of the redemption offer by our Sponsor, initial shareholders, directors, officers, advisors
and their affiliates, along with the purchase price; | 
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o | the
purpose of the purchases by our Sponsor, initial shareholders, directors, officers, advisors and their affiliates; | 
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o | the
impact, if any, of the purchases by our Sponsor, initial shareholders, directors, officers, advisors and their affiliates on the likelihood
that the business combination transaction will be approved; | 
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o | the
identities of our security holders who sold to our Sponsor, initial shareholders, directors, officers, advisors and their affiliates
(if not purchased on the open market) or the nature of our security holders (e.g., 5% security holders) who sold to our Sponsor, initial
shareholders, directors, officers, advisors and their affiliates; and | 
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o | the
number of our securities for which we have received redemption requests pursuant to our redemption offer. | 
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10
****
**Redemption
Rights for Public Shareholders in Connection with the Completion of Our Initial Business Combination**
We
will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares in connection with
the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit
in the Trust Account calculated as of two business days prior to the consummation of the initial business combination, including interest
earned on the funds held in the Trust Account (net of amounts released to us to fund our working capital requirements (subject to an
annual limit of $1,000,000) and taxes paid or payable), divided by the number of then issued and outstanding public shares, subject to
the limitations and on the conditions described in the registration statement relating to the Initial Public Offering. The amount in
the Trust Account is initially anticipated to be $10.00 per public share. The per share amount we will distribute to investors who properly
redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. There are no redemption
rights with respect to the Eagle Share Rights. Our Sponsor, officers and directors have entered into a letter agreement with us, pursuant
to which they have agreed to waive their redemption rights with respect to their Founder Shares, Private Placement Shares and any public
shares they may acquire in connection with the completion of our initial business combination.
****
**Limitations
on Redemptions**
Our
proposed initial business combination may impose a minimum cash requirement for (i) cash consideration to be paid to the target or its
owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions.
In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted
for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial business combination
exceed the aggregate amount of cash available to us, we will not complete the initial business combination or redeem any shares, and
all Class A ordinary shares submitted for redemption will be returned to the holders thereof. We may, however, raise funds through the
issuance of equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination,
including pursuant to forward purchase agreements or backstop arrangements we may enter into in order to, among other reasons, satisfy
such net tangible assets or minimum cash requirements.
****
**Manner
of Conducting Redemptions**
We
will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares in connection with
the completion of our initial business combination either (i) in connection with a general meeting called to approve the business combination
or (ii) without a shareholder vote by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed
business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors
such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable
law or stock exchange listing requirement or whether we were deemed to be a foreign private issuer (which would require a tender offer
rather than seeking shareholder approval under SEC rules). Asset acquisitions and share purchases would not typically require shareholder
approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our issued
and outstanding ordinary shares or seek to amend our amended and restated memorandum and articles of association would require shareholder
approval. So long as we obtain and maintain a listing for our securities on Nasdaq, we will be required to comply with Nasdaqs
shareholder approval rules.
The
requirement that we provide our public shareholders with the opportunity to redeem their public shares by one of the two methods listed
above will be contained in provisions of our amended and restated memorandum and articles of association and will apply whether or not
we maintain our registration under the Exchange Act or our listing on Nasdaq. Such provisions may be amended if approved by a special
resolution passed by the affirmative vote of at least two-thirds of our ordinary shares which are represented in person or by proxy and
are voted at a general meeting of the company, so long as we offer redemption in connection with such amendment.
If
we provide our public shareholders with the opportunity to redeem their public shares in connection with a general meeting, we will,
pursuant to our amended and restated memorandum and articles of association:
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conduct the redemptions
in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies,
and not pursuant to the tender offer rules, and | |
| 
| 
| 
file proxy materials with
the SEC. | |
11
In
the event that we seek shareholder approval of our initial business combination, we will distribute proxy materials and, in connection
therewith, provide our public shareholders with the redemption rights described above in connection with the completion of the initial
business combination.
If
we seek shareholder approval, we will complete our initial business combination only if we receive an ordinary resolution under Cayman
Islands law, which requires the affirmative vote of a majority of our ordinary shares which are represented in person or by proxy and
are voted at a general meeting of the company. A quorum for such meeting will be present if the holders of one-third of issued and outstanding
shares entitled to vote at the meeting are represented in person or by proxy. Our Sponsor, officers and directors will count toward this
quorum and, pursuant to the letter agreement, our Sponsor, officers and directors have agreed to vote their Founder Shares, Private Placement
Shares and any public shares purchased (including in open market and privately-negotiated transactions) in favor of our initial business
combination (except with respect to any such public shares which may not be voted in favor of approving the business combination transaction
in accordance with the requirements of Rule 14e-5 under the Exchange Act and any SEC interpretations or guidance relating thereto). For
purposes of seeking approval of an ordinary resolution, non-votes will have no effect on the approval of our initial business combination
once a quorum is obtained. As a result, in addition to our initial shareholders Founder Shares and Private Placement Shares, we
would need 10,141,001, or 39.31%, of the 25,800,000 public shares included in the Units sold in the Initial Public Offering to be
voted in favor of an initial business combination in order to have our initial business combination approved (assuming all outstanding
shares are voted and the parties to the letter agreement do not acquire any public shares). Assuming that only one-third of our issued
and outstanding ordinary shares, representing a quorum under our amended and restated memorandum and articles of association, are voted,
we will not need any public shares in addition to our Founder Shares and Private Placement Shares to be voted in favor of an initial
business combination in order to have an initial business combination approved. However, if our initial business combination is structured
as a statutory merger or consolidation with another company under Cayman Islands law, the approval of our initial business combination
will require a special resolution passed by the affirmative vote of at least two-thirds of our ordinary shares which are represented
in person or by proxy and are voted at a general meeting of the company. These quorum and voting thresholds, and the voting agreement
of our Sponsor, officers and directors, may make it more likely that we will consummate our initial business combination. Each public
shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or whether
they do not vote or abstain from voting on the proposed transaction, or whether they were a public shareholder on the record date for
the general meeting held to approve the proposed transaction.
If
a shareholder vote is not required and we do not decide to hold a shareholder vote for business or other legal reasons, we will:
| 
| 
| 
conduct the redemptions
pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and | |
| 
| 
| 
file tender offer documents
with the SEC prior to completing our initial business combination which contain substantially the same financial and other information
about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates
the solicitation of proxies. | |
In
the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days,
in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until
the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more
than the number of public shares we are permitted to redeem. If public shareholders tender more shares than we have offered to purchase,
we will withdraw the tender offer and not complete the initial business combination.
Upon
the public announcement of our initial business combination, if we elect to conduct redemption pursuant to the tender offer rules, we
or our Sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our Class A ordinary shares in the open
market, in order to comply with Rule 14e-5 under the Exchange Act.
We
intend to require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their
shares in street name, to, at the holders option, either deliver their share certificates to our transfer agent
or deliver their shares to our transfer agent electronically using the Depository Trust Companys DWAC (Deposit/Withdrawal At Custodian)
system, prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials,
this date may be up to two business days prior to the scheduled vote on the proposal to approve the initial business combination. In
addition, if we conduct redemptions in connection with a shareholder vote, we intend to require a public shareholder seeking redemption
of its public shares to also submit a written request for redemption to our transfer agent two business days prior to the scheduled vote
in which the name of the beneficial owner of such shares is included. The proxy materials or tender offer documents, as applicable, that
we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring
public shareholders to satisfy such delivery requirements. We believe that this will allow our transfer agent to efficiently process
any redemptions without the need for further communication or action from the redeeming public shareholders, which could delay redemptions
and result in additional administrative cost. If the proposed initial business combination is not approved and we continue to search
for a target company, we will promptly return any certificates or shares delivered by public shareholders who elected to redeem their
shares.
12
Our
proposed initial business combination may impose a minimum cash requirement for (i) cash consideration to be paid to the target or its
owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions.
In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted
for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial business combination
exceed the aggregate amount of cash available to us, we will not complete the initial business combination or redeem any shares, and
all Class A ordinary shares submitted for redemption will be returned to the holders thereof. We may, however, raise funds through the
issuance of equity or equity-linked securities or through loans, advances or other indebtedness in connection with our initial business
combination, including pursuant to forward purchase agreements or backstop arrangements we may enter into, in order to, among other reasons,
satisfy such net tangible assets or minimum cash requirements.
****
**Limitation
on Redemption In Connection with the Completion of Our Initial Business Combination If We Seek Shareholder Approval**
If
we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business
combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provide that a public
shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as
a group (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect
to Excess Shares (as defined below) without our prior consent. We believe this restriction will discourage shareholders from accumulating
large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights against a proposed
business combination as a means to force us or our management to purchase their shares at a significant premium to the then-current market
price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares
included in the Units sold in the Initial Public Offering could threaten to exercise its redemption rights if such holders shares
are not purchased by us, our Sponsor or our management at a premium to the then-current market price or on other undesirable terms. By
limiting our shareholders ability to redeem no more than 15% of the shares included in the Units sold in the Initial Public Offering,
we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial
business combination, particularly in connection with a business combination with a target that requires as a closing condition that
we have a minimum net worth or a certain amount of cash.
However,
we would not be restricting our shareholders ability to vote all of their shares (including Excess Shares) for or against our
initial business combination.
****
**Delivering
Share Certificates in Connection with the Exercise of Redemption Rights**
As
described above, we intend to require our public shareholders seeking to exercise their redemption rights, whether they are record holders
or hold their shares in street name, to, at the holders option, either deliver their share certificates to our transfer
agent or deliver their shares (and share certificates (if any) and other redemption forms) to our transfer agent electronically using
the Depository Trust Companys DWAC (Deposit/Withdrawal At Custodian) system, prior to the date set forth in the proxy materials
or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the scheduled
vote on the proposal to approve the initial business combination. In addition, if we conduct redemptions in connection with a shareholder
vote, we intend to require a public shareholder seeking redemption of its public shares to also submit a written request for redemption
to our transfer agent two business days prior to the scheduled vote in which the name of the beneficial owner of such shares is included.
The proxy materials or tender offer documents, as applicable, that we will furnish to holders of our public shares in connection with
our initial business combination will indicate whether we are requiring public shareholders to satisfy such delivery requirements. Accordingly,
a public shareholder would have up to two business days prior to the scheduled vote on the initial business combination if we distribute
proxy materials, or from the time we send out our tender offer materials until the close of the tender offer period, as applicable, to
submit or tender its shares if it wishes to seek to exercise its redemption rights. In the event that a shareholder fails to comply with
these or any other procedures disclosed in the proxy or tender offer materials, as applicable, its shares may not be redeemed. Given
the relatively short exercise period, it is advisable for shareholders to use electronic delivery of their public shares.
There
is a nominal cost associated with the above-referenced process and the act of certificating the shares or delivering them through the
DWAC system. The transfer agent will typically charge the broker submitting or tendering shares a fee of approximately $80.00 and it
would be up to the broker whether or not to pass this cost on to the redeeming holder. However, this fee would be incurred regardless
of whether or not we require holders seeking to exercise redemption rights to deliver or tender their shares (and share certificates
(if any) and other redemption forms). The need to deliver or tender shares is a requirement of exercising redemption rights regardless
of the timing of when such delivery must be effectuated.
13
Any
request to redeem such shares, once made, may be withdrawn at any time up to the date set forth in the proxy materials or tender offer
documents, as applicable. Furthermore, if a holder of a public share delivered its certificate in connection with an election of redemption
rights and subsequently decides prior to the applicable date not to elect to exercise such rights, such holder may simply request that
the transfer agent return the certificate (physically or electronically). It is anticipated that the funds to be distributed to holders
of our public shares electing to redeem their shares will be distributed promptly after the completion of our initial business combination.
If
our initial business combination is not approved or completed for any reason, then our public shareholders who elected to exercise their
redemption rights would not be entitled to redeem their shares for the applicable pro rata share of the Trust Account. In such case,
we will promptly return any certificates delivered by public holders who elected to redeem their shares.
If
our initial proposed business combination is not completed, we may continue to try to complete a business combination with a different
target until the expiration of the completion window.
****
**Redemption
of Public Shares and Liquidation if No Initial Business Combination**
Our
amended and restated memorandum and articles of association will provide that we will have only the duration of the completion window
to complete our initial business combination. If we are unable to complete our initial business combination within such period, we will
as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable
in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust
Account (net of amounts released to us to fund our working capital requirements (subject to an annual limit of $1,000,000), taxes paid
or payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding public shares,
which redemption will constitute full and complete payment for the public shares and completely extinguish public shareholders
rights as shareholders (including the right to receive further liquidation or other distributions, if any), subject to our obligations
under Cayman Islands law to provide for claims of creditors and subject to the other requirements of applicable law.
Our
Sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating
distributions from the Trust Account with respect to any Founder Shares and Private Placement Shares held by them if we fail to complete
our initial business combination within the completion window, although they will be entitled to liquidating distributions from assets
outside the Trust Account. However, if our Sponsor or management team acquire public shares, they will be entitled to liquidating distributions
from the Trust Account with respect to such public shares if we fail to complete our initial business combination within the completion
window.
Our
Sponsor, officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our
amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption
in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business
combination within the completion window or (B) with respect to any other material provisions relating to shareholders rights
or pre-initial business combination activity, unless we provide our public shareholders with the opportunity to redeem their public shares
upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust
Account, including interest earned on the funds held in the Trust Account (net of amounts released to us to fund our working capital
requirements (subject to an annual limit of $1,000,000) and taxes paid or payable), divided by the number of then issued and outstanding
public shares.
We
expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be
funded from amounts remaining out of the approximately $250,000 of proceeds held outside the Trust Account and the amounts eligible to
be released to us from interest earned on the funds held in the Trust Account to fund our working capital requirements, subject to an
annual limit of $1,000,000, and to fund our taxes payable (permitted withdrawals), although we cannot assure you that there
will be sufficient funds for such purpose. However, if those funds are not sufficient to cover the costs and expenses associated with
implementing our plan of dissolution, to the extent that there is any interest accrued in the Trust Account not required to pay income
taxes on interest income earned on the Trust Account balance, we may request the trustee to release to us an additional amount of up
to $100,000 of such accrued interest to pay those costs and expenses.
14
If
we were to expend all of the net proceeds of the Initial Public Offering and the sale of the Private Placement Shares, other than the
proceeds deposited in the Trust Account, and without taking into account interest, if any, earned on the Trust Account, the per-share
redemption amount received by shareholders upon our dissolution would be approximately $10.00. The proceeds deposited in the Trust Account
could, however, become subject to the claims of our creditors which would have higher priority than the claims of our public shareholders.
We cannot assure you that the actual per-share redemption amount received by shareholders will not be substantially less than $10.00.
While we intend to pay such amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide for all creditors
claims.
Although
we will seek to have all vendors, service providers, prospective target businesses and other entities with which we do business execute
agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit
of our public shareholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that
they would be prevented from bringing claims against the Trust Account including but not limited to fraudulent inducement, breach of
fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order
to gain an advantage with respect to a claim against our assets, including the funds held in the Trust Account. If any third party refuses
to execute an agreement waiving such claims to the monies held in the Trust Account, our management will consider whether competitive
alternatives are reasonably available to us and will only enter into an agreement with such third party if management believes that such
third partys engagement would be in the best interests of the company under the circumstances. Examples of possible instances
where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular
expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute
a waiver or in cases where management is unable to find a service provider willing to execute a waiver. WithumSmith+Brown, PC, our independent
registered public accounting firm, and the underwriters of the Initial Public Offering will not execute agreements with us waiving such
claims to the monies held in the Trust Account. In addition, there is no guarantee that such entities will agree to waive any claims
they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse
against the Trust Account for any reason. In order to protect the amounts held in the Trust Account, our Sponsor has agreed that it will
be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target
business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination
agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount
per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due
to reductions in the value of the trust assets, less taxes paid or payable, provided that such liability will not apply to any claims
by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether
or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of the Initial Public Offering
against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the Securities Act). However,
we have not asked our Sponsor to reserve for such indemnification obligations, nor have we independently verified whether our Sponsor
has sufficient funds to satisfy its indemnity obligations and we believe that our Sponsors only assets are securities of our company.
Therefore, we cannot assure you that our Sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully
made against the Trust Account, the funds available for our initial business combination and redemptions could be reduced to less than
$10.00 per public share. In such event, we may not be able to complete our initial business combination, and you would receive such lesser
amount per share in connection with any redemption of your public shares. None of our officers or directors will indemnify us for claims
by third parties including, without limitation, claims by vendors and prospective target businesses.
In
the event that the proceeds in the Trust Account are reduced below the lesser of (i) $10.00 per public share and (ii) the actual amount
per public share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per share due to
reductions in the value of the trust assets, in each case less taxes paid or payable, and our Sponsor asserts that it is unable to satisfy
its indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent directors
would determine whether to take legal action against our Sponsor to enforce its indemnification obligations. While we currently expect
that our independent directors would take legal action on our behalf against our Sponsor to enforce its indemnification obligations to
us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance
if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable
or if the independent directors determine that a favorable outcome is not likely. Accordingly, we cannot assure you that due to claims
of creditors the actual value of the per-share redemption price will not be less than $10.00 per share.
We
will seek to reduce the possibility that our Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring
to have all vendors, service providers, prospective target businesses or other entities with which we do business execute agreements
with us waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Our Sponsor will also not
be liable as to any claims under our indemnity of the underwriters of the Initial Public Offering against certain liabilities, including
liabilities under the Securities Act. We will have access to up to approximately $250,000 from the proceeds of the Initial Public Offering
plus permitted withdrawals with which to pay any such potential claims (including costs and expenses incurred in connection with our
liquidation, currently estimated to be no more than approximately $100,000). In the event that we liquidate and it is subsequently determined
that the reserve for claims and liabilities is insufficient, shareholders who received funds from our Trust Account could be liable for
claims made by creditors. In the event that our offering expenses exceed our estimate of $750,000, we may fund such excess with funds
from the funds not to be held in the Trust Account. In such case, the amount of funds we intend to be held outside the Trust Account
would decrease by a corresponding amount. Conversely, in the event that the offering expenses are less than our estimate of $750,000,
the amount of funds we intend to be held outside the Trust Account would increase by a corresponding amount.
15
If
we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed,
the proceeds held in the Trust Account could be subject to applicable bankruptcy or insolvency law, and may be included in our bankruptcy
estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims
deplete the Trust Account, we cannot assure you we will be able to return $10.00 per share to our public shareholders. Additionally,
if we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed,
any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy or insolvency laws as either
a preferential transfer or a fraudulent conveyance. As a result, a bankruptcy or insolvency court could seek
to recover some or all amounts received by our shareholders. Furthermore, our board of directors may be viewed as having breached its
fiduciary duty to our creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive
damages, by paying public shareholders from the Trust Account prior to addressing the claims of creditors. We cannot assure you that
claims will not be brought against us for these reasons.
Our
public shareholders will be entitled to receive funds from the Trust Account only (i) in the event of the redemption of our public shares
if we do not complete our initial business combination within the completion window, (ii) in connection with a shareholder vote to amend
our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption
in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business
combination within the completion window or (B) with respect to any other material provisions relating to shareholders rights
or pre-initial business combination activity or (iii) if they redeem their respective shares for cash in connection with the completion
of our initial business combination. In no other circumstances will a shareholder have any right or interest of any kind to or in the
Trust Account. In the event we seek shareholder approval in connection with our initial business combination, a shareholders voting
in connection with the business combination alone will not result in a shareholders redeeming its shares to us for an applicable
pro rata share of the Trust Account. Such shareholder must have also exercised its redemption rights described above. These provisions
of our amended and restated memorandum and articles of association, like all provisions of our amended and restated memorandum and articles
of association, may be amended with a shareholder vote.
****
**Competition**
In
identifying, evaluating and selecting a target business for our initial business combination, we may encounter competition from other
entities having a business objective similar to ours, including other special purpose acquisition companies, private equity groups and
leveraged buyout funds, public companies and operating businesses seeking strategic acquisitions. Many of these entities are well established
and have extensive experience identifying and effecting business combinations directly or through affiliates. Moreover, many of these
competitors possess similar or greater financial, technical, human and other resources than us. Our ability to acquire larger target
businesses will be limited by our available financial resources. This inherent limitation gives others an advantage in pursuing the acquisition
of a target business. Furthermore, our obligation to pay cash in connection with our public shareholders who exercise their redemption
rights may reduce the resources available to us for our initial business combination and our Eagle Share Rights, and the future dilution
they potentially represent, may not be viewed favorably by certain target businesses. Either of these factors may place us at a competitive
disadvantage in successfully negotiating an initial business combination.
****
**Facilities**
We
currently sub-lease our executive offices at 955 Fifth Avenue, New York, NY, 10075 from Eagle Equity Partners, LLC, an entity affiliated
with our Sponsor and the members of our management team. We consider our current office space adequate for our current operations.
****
**Employees
and Human Capital Resources**
We
currently have four executive officers: Harry E. Sloan, our Co-Chairman; Eli Baker, our Chief Executive Officer; Jeff Sagansky, our Co-Chairman;
and Ryan OConnor, our Chief Financial Officer. These individuals are not obligated to devote any specific number of hours to our
matters but they intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial business
combination. The amount of time they will devote in any time period will vary based on whether a target business has been selected for
our initial business combination and the stage of the business combination process we are in. We do not intend to have any full time
employees prior to the completion of our initial business combination.
16
****
**Periodic
Reporting and Financial Information**
We
are required to file Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q with the SEC on a regular basis, and are required
to disclose certain material events in a Current Report on Form 8-K. The SEC maintains an Internet website that contains reports, proxy
and information statements and other information regarding issuers that file electronically with the SEC. The SECs Internet website
is located at www.sec.gov. In addition, the Company will provide copies of these documents without charge upon request from us in writing
at 955 Fifth Avenue, New York, NY 10075 or by telephone at (310) 209-7280.
We
will provide shareholders with audited financial statements of the prospective target business as part of the proxy solicitation materials
or tender offer documents sent to shareholders to assist them in assessing the target business. In all likelihood, these financial statements
will need to be prepared in accordance with, or reconciled to, accounting principles generally accepted in the United States of America
(GAAP) or international financial reporting standards as issued by the International Accounting Standards Board (IFRS),
depending on the circumstances, and the historical financial statements may be required to be audited in accordance with the standards
of the Public Company Accounting Oversight Board (United States)(PCAOB). These financial statement requirements may limit
the pool of potential target businesses we may conduct an initial business combination with because some targets may be unable to provide
such statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial business combination
within the prescribed time frame. We cannot assure you that any particular target business identified by us as a potential business combination
candidate will have financial statements prepared in accordance with the requirements outlined above, or that the potential target business
will be able to prepare its financial statements in accordance with the requirements outlined above. To the extent that these requirements
cannot be met, we may not be able to acquire the proposed target business. While this may limit the pool of potential business combination
candidates, we do not believe that this limitation will be material.
We
will be required to evaluate our internal control procedures for the fiscal year ending December 31, 2025 as required by the Sarbanes-Oxley
Act. Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth
company, will we be required to have our internal control procedures audited. A target business may not be in compliance with the provisions
of the Sarbanes-Oxley Act regarding adequacy of their internal controls. The development of the internal controls of any such entity
to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such business combination.
We
are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman
Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company, we have applied
for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions
Act (As Revised) of the Cayman Islands (the Tax Concessions Act), for a period of 20 years from the date of the undertaking,
no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to
us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature
of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way
of the withholding in whole or in part of a payment of any relevant payment as defined in the Tax Concessions Act.
We
are an emerging growth company, as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such,
we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies
that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation
requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic
reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and
shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive
as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.
In
addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended
transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other
words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise
apply to private companies. We intend to take advantage of the benefits of this extended transition period.
17
We
will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of
the completion of the Initial Public Offering, (b) in which we have total annual gross revenue of at least $1,235,000,000, or (c) in
which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by non-affiliates
exceeds $700,000,000 as of the prior June 30, and (2) the date on which we have issued more than $1,000,000,000 in non-convertible debt
during the prior three-year period.
Additionally,
we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take
advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.
We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares
held by non-affiliates is equal to or exceeds $250,000,000 as of the prior June 30, or (2) our annual revenues equaled or exceeded $100,000,000
during such completed fiscal year and the market value of our ordinary shares held by non-affiliates is equal to or exceeds $700,000,000
as of the prior June 30.
****
**Item
1A. Risk Factors**
**
*An
investment in our securities involves a high degree of risk. You should consider carefully all of the risks described below, together
with the other information contained in this Form 10-K, before making a decision to invest in our Units. If any of the following events
occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price
of our securities could decline, and you could lose all or part of your investment.*
****
**Risk
Factor Summary**
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We are a blank check company
with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective. | |
| 
| 
| 
Our public shareholders
may not be afforded an opportunity to vote on our proposed initial business combination, and even if we hold a vote, holders of our
Founder Shares will participate in such vote, which means we may complete our initial business combination even though a majority
of our public shareholders do not support such a combination. | |
| 
| 
| 
Your only opportunity to
effect your investment decision regarding a potential business combination may be limited to the exercise of your right to redeem
your shares from us for cash. | |
| 
| 
| 
If we seek shareholder
approval of our initial business combination, our initial shareholders and management team have agreed to vote in favor of such initial
business combination, regardless of how our public shareholders vote. | |
| 
| 
| 
The ability of our public
shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets,
which may make it difficult for us to enter into a business combination with a target. | |
| 
| 
| 
The ability of our public
shareholders to exercise redemption rights with respect to a large number of our shares and the amount of deferred underwriting compensation
may not allow us to complete the most desirable business combination or optimize our capital structure, and may substantially dilute
your investment in us. | |
| 
| 
| 
The requirement that we
complete our initial business combination within the completion window may give potential target businesses leverage over us in negotiating
a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets,
in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination
on terms that would produce value for our shareholders. | |
| 
| 
| 
If we seek shareholder
approval of our initial business combination, our Sponsor, initial shareholders, directors, officers, advisors and their affiliates
may elect to purchase shares from public shareholders, which may influence a vote on a proposed business combination and reduce the
public float of our Class A ordinary shares. | |
| 
| 
| 
If a shareholder fails
to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply
with the procedures for submitting or tendering its shares, such shares may not be redeemed. | |
| 
| 
| 
You will not have any rights
or interests in funds from the Trust Account, except under certain limited circumstances. Therefore, to liquidate your investment,
you may be forced to sell your public shares or Eagle Share Rights, potentially at a loss. | |
18
| 
| 
| 
Nasdaq may delist our securities
from trading on its exchange, which could limit investors ability to make transactions in our securities and subject us to
additional trading restrictions. | |
| 
| 
| 
You will not be entitled
to protections normally afforded to investors of many other blank check companies. | |
| 
| 
| 
Because of our limited
resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our
initial business combination. If we have not completed our initial business combination within the completion window, our public
shareholders may receive only their pro rata portion of the funds in the Trust Account that are available for distribution to public
shareholders. | |
| 
| 
| 
If the net proceeds of
the Initial Public Offering and the sale of the Private Placement Shares not being held in the Trust Account are insufficient to
allow us to operate for at least the duration of the completion window, it could limit the amount available to fund our search for
a target business or businesses and complete our initial business combination, and we will depend on loans from our Sponsor, its
affiliates or our management team to fund our search and to complete our initial business combination. | |
| 
| 
| 
Past performance by our
management team or their respective affiliates may not be indicative of future performance of an investment in us. | |
| 
| 
| 
The nominal purchase price
paid by our Sponsor for the Founder Shares may result in significant dilution to the implied value of your public shares upon the
consummation of our initial business combination. | |
| 
| 
| 
Unlike some other similarly
structured special purpose acquisition companies, our initial shareholders will receive additional Class A ordinary shares if we
issue certain shares to consummate an initial business combination. | |
| 
| 
| 
We may be a passive foreign
investment company, or PFIC, which could result in adverse United States federal income tax consequences to U.S. investors. | |
| 
| 
| 
We may reincorporate in
another jurisdiction, which may result in taxes imposed on shareholders. | |
| 
| 
| 
Our initial business combination
and our structure thereafter may not be tax-efficient to our shareholders. As a result of our business combination, our tax obligations
may be more complex, burdensome and uncertain. | |
| 
| 
| 
Because we are incorporated
under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your rights
through the U.S. Federal courts may be limited. | |
| 
| 
| 
In recent years, the number
of special purpose acquisition companies that have been formed has increased substantially, potentially resulting in more competition
for attractive targets. This could increase the cost of our initial business combination and could even result in our inability to
find a target or to consummate an initial business combination. | |
| 
| 
| 
| |
| 
| Changes
in international trade policies, tariffs and treaties affecting imports and exports may have
a material adverse effect on our ability to find a target or to consummate an initial business
combination. | |
| 
| | | |
| 
| | There is a substantial doubt about our ability to continue as a going concern. | |
****
**Risks
Relating to Our Search for, and Consummation of or Inability to Consummate, A Business Combination**
****
**Our
public shareholders may not be afforded an opportunity to vote on our proposed initial business combination, and even if we hold a vote,
holders of our Founder Shares will participate in such vote, which means we may complete our initial business combination even though
a majority of our public shareholders do not support such a combination.**
We
may choose not to hold a shareholder vote to approve our initial business combination unless the business combination would require shareholder
approval under applicable law or stock exchange listing requirements. Except as required by applicable law or stock exchange requirements,
the decision as to whether we will seek shareholder approval of a proposed business combination or will allow shareholders to sell their
shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors, such as the timing
of the transaction and whether the terms of the transaction would otherwise require us to seek shareholder approval. Even if we seek
shareholder approval, the holders of our Founder Shares will participate in the vote on such approval. Accordingly, we may complete our
initial business combination even if holders of a majority of our ordinary shares do not approve of the business combination we complete.
19
****
**If
we seek shareholder approval of our initial business combination, our initial shareholders and management team have agreed to vote in
favor of such initial business combination, regardless of how our public shareholders vote.**
Our
initial shareholders own 17.62% of our issued and outstanding ordinary shares as of the date of this Form 10-K. Our initial shareholders
and management team also may from time to time purchase ClassA ordinary shares prior to our initial business combination. Our amended
and restated memorandum and articles of association provide that, if we seek shareholder approval of an initial business combination,
such initial business combination will be approved if we receive an ordinary resolution under Cayman Islands law, which requires the
affirmative vote of a majority of our ordinary shares which are represented in person or by proxy and are voted at a general meeting
of the company, including the Founder Shares. As a result, in addition to our initial shareholders Founder Shares and Private
Placement Shares, we would need 10,141,001, or 39.31%, of the 25,800,000 public shares included in the Units sold in the Initial
Public Offering to be voted in favor of an initial business combination in order to have our initial business combination approved. Assuming
that only one-third of our issued and outstanding ordinary shares, representing a quorum under our amended and restated memorandum and
articles of association, are voted, we will not need any public shares in addition to our Founder Shares and Private Placement Shares
to be voted in favor of an initial business combination in order to have an initial business combination approved. However, if our initial
business combination is structured as a statutory merger or consolidation with another company under Cayman Islands law, the approval
of our initial business combination will require a special resolution passed by the affirmative vote of at least two-thirds of our ordinary
shares which are represented in person or by proxy and are voted at a general meeting of the company. Accordingly, if we seek shareholder
approval of our initial business combination, the agreement by our initial shareholders and management team to vote in favor of our initial
business combination will increase the likelihood that we will receive an ordinary resolution, being the requisite shareholder approval
for such initial business combination.
****
**Your
only opportunity to effect your investment decision regarding a potential business combination may be limited to the exercise of your
right to redeem your shares from us for cash.**
At
the time of your investment in us, you will not be provided with an opportunity to evaluate the specific merits or risks of our initial
business combination. Since our board of directors may complete a business combination without seeking shareholder approval, public shareholders
may not have the right or opportunity to vote on the business combination, unless we seek such shareholder vote. Accordingly, your only
opportunity to effect your investment decision regarding our initial business combination may be limited to exercising your redemption
rights within the period of time (which will be at least 20business days) set forth in our tender offer documents mailed to our
public shareholders in which we describe our initial business combination.
****
**The
ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business
combination targets, which may make it difficult for us to enter into a business combination with a target.**
We
may seek to enter into a business combination transaction agreement with a minimum cash requirement for (i)cash consideration to
be paid to the target or its owners, (ii)cash for working capital or other general corporate purposes or (iii)the retention
of cash to satisfy other conditions. If too many public shareholders exercise their redemption rights, we would not be able to meet such
closing condition and, as a result, would not be able to proceed with the business combination and may instead search for an alternate
business combination. Prospective targets will be aware of these risks and, thus, may be reluctant to enter into a business combination
transaction with us.
****
**The
ability of our public shareholders to exercise redemption rights with respect to a large number of our shares and the amount of the deferred
underwriting compensation may not allow us to complete the most desirable business combination or optimize our capital structure, and
may substantially dilute your investment in us.**
At
the time we enter into an agreement for our initial business combination, we will not know how many shareholders may exercise their redemption
rights, and therefore will need to structure the transaction based on our expectations as to the number of shares that will be submitted
for redemption. If our initial business combination agreement requires us to use a portion of the cash in the Trust Account to pay the
purchase price, or requires us to have a minimum amount of cash at closing, we will need to reserve a portion of the cash in the Trust
Account to meet such requirements, or arrange for third party financing. In addition, if a larger number of shares are submitted for
redemption than we initially expected, we may need to restructure the transaction to reserve a greater portion of the cash in the Trust
Account or arrange for third party financing. Raising additional third party financing may involve dilutive equity issuances or the incurrence
of indebtedness at higher than desirable levels. Furthermore, this dilution would increase to the extent that the anti-dilution provision
of the ClassB ordinary shares results in the issuance of ClassA ordinary shares on a greater than one-to-one basis upon conversion
of the ClassB ordinary shares at the time of our initial business combination. In addition, the amount of the deferred underwriting
commissions payable to the underwriters will not be adjusted for any shares that are redeemed in connection with an initial business
combination. The per share amount we will distribute to shareholders who properly exercise their redemption rights will not be reduced
by the deferred underwriting commission and after such redemptions, the amount held in trust will continue to reflect our obligation
to pay the entire deferred underwriting commissions. There are no redemption rights with respect to the Eagle Share Rights.
20
The
above considerations may limit our ability to complete the most desirable business combination available to us or optimize our capital
structure and may result in material dilution from your purchase of our Units. The effect of this dilution will be greater for shareholders
who do not redeem. We may not be able to generate sufficient value from the completion of our initial business combination in order to
overcome the dilutive impact of these and other factors, and, accordingly, you may incur a net loss on your investment.
****
**The
ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability
that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.**
If
our initial business combination agreement requires us to use a portion of the cash in the Trust Account to pay the purchase price, or
requires us to have a minimum amount of cash at closing, the probability that our initial business combination would be unsuccessful
is increased. If our initial business combination is unsuccessful, you would not receive your pro rata portion of the funds in the Trust
Account until we liquidate the Trust Account. If you are in need of immediate liquidity, you could attempt to sell your shares in the
open market; however, at such time our shares may trade at a discount to the pro rata amount per share in the Trust Account. In either
situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with your exercise of
redemption rights until we liquidate or you are able to sell your shares in the open market.
****
**The
requirement that we complete our initial business combination within the completion window may give potential target businesses leverage
over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business
combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial
business combination on terms that would produce value for our shareholders.**
Any
potential target business with which we enter into negotiations concerning a business combination will be aware that we must complete
our initial business combination within the completion window. Consequently, such target business may obtain leverage over us in negotiating
a business combination, knowing that if we do not complete our initial business combination with that particular target business, we
may be unable to complete our initial business combination with any target business. This risk will increase as we get closer to the
timeframe described above. In addition, we may have limited time to conduct due diligence and may enter into our initial business combination
on terms that we would have rejected upon a more comprehensive investigation.
****
**We
may not be able to complete our initial business combination within the completion window, in which case we would redeem our public shares.**
We
may not be able to find a suitable target business and complete our initial business combination within the completion window. Our ability
to complete our initial business combination may be negatively impacted by general market conditions, volatility in the capital and debt
markets and the other risks described herein. If we have not completed our initial business combination within such time period, we will
as promptly as reasonably possible but not more than tenbusiness days thereafter, redeem the public shares, at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the
Trust Account (net of amounts released to us to fund our working capital requirements (subject to an annual limit of $1,000,000), taxes
paid or payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding public
shares, which redemption will constitute full and complete payment for the public shares and completely extinguish public shareholders
rights as shareholders (including the right to receive further liquidation or other distributions, if any), subject to our obligations
under Cayman Islands law to provide for claims of creditors and subject to the other requirements of applicable law. Our amended and
restated memorandum and articles of association provide that, if we wind up for any other reason prior to the consummation of our initial
business combination, we will follow the foregoing procedures with respect to the liquidation of the Trust Account as promptly as reasonably
possible but not more than tenbusiness days thereafter, subject to applicable Cayman Islands law. In either such case, our public
shareholders may receive only $10.00 per public share, or less than $10.00 per public share, on the redemption of their shares. See *If
third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received
by shareholders may be less than $10.00 per public share* and other risk factors herein.
21
****
**If
we seek shareholder approval of our initial business combination, our Sponsor, initial shareholders, directors, officers, advisors and
their affiliates may elect to purchase shares from public shareholders, which may influence a vote on a proposed business combination
and reduce the public float of our securities.**
If
we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business
combination pursuant to the tender offer rules, our Sponsor, initial shareholders directors, officers, advisors and their affiliates
may purchase public shares or equity-linked securities in privately negotiated transactions or in the open market either prior to or
following the completion of our initial business combination, although they are under no obligation or duty to do so. Any such price
per share may be different than the amount per share a public shareholder would receive if it elected to redeem its shares in connection
with our initial business combination. Such a purchase may include a contractual acknowledgment that such shareholder, although still
the record holder of our shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights.
In the event that our Sponsor, initial shareholders, directors, officers, advisors and their affiliates purchase shares in privately
negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders
would be required to revoke their prior elections to redeem their shares. It is intended that, if Rule10b-18 would apply to purchases
by Sponsor, initial shareholders, directors, officers, advisors and their affiliates, then such purchases will comply with Rule10b-18
under the ExchangeAct, to the extent it applies, which provides a safe harbor for purchases made under certain conditions, including
with respect to timing, pricing and volume of purchases.
Additionally,
at any time at or prior to our initial business combination, subject to applicable securities laws (including with respect to material
non-public information), our Sponsor, initial shareholders, directors, officers, advisors and their affiliates may enter into transactions
with investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of our initial
business combination or not redeem their public shares. However, they have no current commitments, plans or intentions to engage in such
transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be
used to purchase public shares or rights in such transactions.
The
purpose of any such transactions could be to increase the likelihood of obtaining shareholder approval of the business combination, or
satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at
the closing of our initial business combination, where it appears that such requirement would otherwise not be met. Any such purchases
of our securities may result in the completion of our initial business combination that may not otherwise have been possible.
In
addition, if such purchases are made, the public float of our securities may be reduced and the number of beneficial holders
of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities
on a national securities exchange. Any such purchases will be reported pursuant to Section 13 and Section 16 of the ExchangeAct
to the extent such purchasers are subject to such reporting requirements. Additionally, in the event our Sponsor, initial shareholders,
directors, officers, advisors and their affiliates were to purchase public shares from public shareholders, such purchases would be structured
in compliance with the requirements of Rule14e-5 under the ExchangeAct including, in pertinent part, through adherence to
the following:
| 
| Our
registration statement/proxy statement filed for our business combination transaction would disclose the possibility that our Sponsor,
initial shareholders, directors, officers, advisors and their affiliates may purchase public shares from public shareholders outside
the redemption process, along with the purpose of such purchases; | 
|
| 
| if
our Sponsor, initial shareholders, directors, officers, advisors and their affiliates were to purchase public shares from public shareholders,
they would do so at a price no higher than the price offered through our redemption process; | 
|
| 
| our
registration statement/proxy statement filed for our business combination transaction would include a representation that any of our
securities purchased by our Sponsor, initial shareholders, directors, officers, advisors and their affiliates would not be voted in favor
of approving the business combination transaction; | 
|
| 
| our
Sponsor, initial shareholders, directors, officers, advisors and their affiliates would not possess any redemption rights with respect
to our securities or, if they do acquire and possess redemption rights, they would waive such rights; and | 
|
| 
| we
would disclose in a Current Report on Form8-K, before our security holder meeting to approve the business combination transaction,
the following material items: | 
|
| 
o | the
amount of our securities purchased outside of the redemption offer by our Sponsor, initial shareholders, directors, officers, advisors
and their affiliates, along with the purchase price; | 
|
22
| 
o | the
purpose of the purchases by our Sponsor, initial shareholders, directors, officers, advisors and their affiliates; | 
|
| 
o | the
impact, if any, of the purchases by our Sponsor, initial shareholders, directors, officers, advisors and their affiliates on the likelihood
that the business combination transaction will be approved; | 
|
| 
o | the
identities of our security holders who sold to our Sponsor, initial shareholders, directors, officers, advisors and their affiliates
(if not purchased on the open market) or the nature of our security holders (e.g., 5% security holders) who sold to our Sponsor, initial
shareholders, directors, officers, advisors and their affiliates; and | 
|
| 
o | the
number of our securities for which we have received redemption requests pursuant to our redemption offer. | 
|
****
**If
a shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or
fails to comply with the procedures for submitting or tendering its shares, such shares may not be redeemed.**
We
will comply with the proxy rules or tender offer rules, as applicable, when conducting redemptions in connection with our initial business
combination. Despite our compliance with these rules, if a shareholder fails to receive our proxy materials or tender offer documents,
as applicable, such shareholder may not become aware of the opportunity to redeem its shares. In addition, proxy materials or tender
offer documents, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination
will describe the various procedures that must be complied with in order to validly tender or submit public shares for redemption. For
example, we intend to require our public shareholders seeking to exercise their redemption rights, whether they are record holders or
hold their shares in street name, to, at the holders option, either deliver their share certificates to our transfer
agent, or to deliver their shares to our transfer agent electronically prior to the date set forth in the proxy materials or tender offer
documents, as applicable. In the case of proxy materials, this date may be up to twobusiness days prior to the scheduled vote on
the proposal to approve the initial business combination. In addition, if we conduct redemptions in connection with a shareholder vote,
we intend to require a public shareholder seeking redemption of its public shares to also submit a written request for redemption to
our transfer agent twobusiness days prior to the scheduled vote in which the name of the beneficial owner of such shares is included.
In the event that a shareholder fails to comply with these or any other procedures disclosed in the proxy or tender offer materials,
as applicable, its shares may not be redeemed.
****
**You
will not be entitled to protections normally afforded to investors of other blank check companies subject to Rule419 of the Securities
Act.**
Since
the net proceeds of the Initial Public Offering and the sale of the Private Placement Shares are intended to be used to complete one
or more initial business combinations with a target business or businesses that has not been selected, our company may be deemed to be
a blank check company under the UnitedStates securities laws. However, because we had net tangible assets in excess
of $5,000,000 upon the completion of the Initial Public Offering and the sale of the Private Placement Shares and filed a Current Report
on Form8-K including an audited balance sheet demonstrating this fact, we are exempt from rules promulgated by the SEC to protect
investors in blank check companies, such as Rule419. Accordingly, investors will not be afforded the benefits or protections of
those rules. Among other things, this means our Units will be immediately tradable and we will have a longer period of time to complete
our respective initial business combinations than do companies subject to Rule419. Moreover, if the Initial Public Offering were
subject to Rule419, that rule would prohibit the release of any interest earned on funds held in the Trust Account to us unless
and until the funds in the Trust Account were released to us or in connection with our completion of an initial business combination.
****
**If
we seek shareholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules,
and if you or a group of shareholders are deemed to hold in excess of 15% of our ClassA ordinary shares, you will
lose the ability to redeem all such shares in excess of 15% of our ClassA ordinary shares.**
If
we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business
combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provide that a public
shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as
a group (as defined under Section 13 of the ExchangeAct), will be restricted from redeeming its shares with respect
to more than an aggregate of 15% of the shares included in the Units sold in the Initial Public Offering, which we refer to as the Excess
Shares, without our prior consent. However, we would not be restricting our shareholders ability to vote all of their shares
(including Excess Shares) for or against our initial business combination. Your inability to redeem the Excess Shares will reduce your
influence over our ability to complete our initial business combination and you could suffer a material loss on your investment in us
if you sell Excess Shares in open market transactions. Additionally, you will not receive redemption distributions with respect to the
Excess Shares if we complete our initial business combination. And as a result, you will continue to hold that number of shares exceeding
15% and, in order to dispose of such shares, would be required to sell your shares in open market transactions, potentially at a loss.
23
****
**Because
of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete
our initial business combination. If we have not consummated our initial business combination within the completion window, our public
shareholders may receive only their pro rata portion of the funds in the Trust Account that are available for distribution to public
shareholders.**
We
expect to encounter competition from other entities having a business objective similar to ours, including private investors (which may
be individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing for
the types of businesses we intend to acquire. Many of these individuals and entities are well-established and have extensive experience
in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries.
Many of these competitors possess similar or greater technical, human and other resources to ours or more local industry knowledge than
we do and our financial resources will be relatively limited when contrasted with those of many of these competitors. While we believe
there are numerous target businesses we could potentially acquire with the net proceeds of the Initial Public Offering and the sale of
the Private Placement Shares, our ability to compete with respect to the acquisition of certain target businesses that are sizable will
be limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition
of certain target businesses. Furthermore, we are obligated to offer holders of our public shares the right to redeem their shares for
cash at the time of our initial business combination in conjunction with a shareholder vote or via a tender offer. Target companies will
be aware that this may reduce the resources available to us for our initial business combination. Any of these obligations may place
us at a competitive disadvantage in successfully negotiating a business combination. If we have not consummated our initial business
combination within the completion window, our public shareholders may receive only their pro rata portion of the funds in the Trust Account
that are available for distribution to public shareholders.
****
**If
the net proceeds of the Initial Public Offering and the sale of the Private Placement Shares not being held in the Trust Account are
insufficient to allow us to operate for at least the duration of the completion window, it could limit the amount available to fund our
search for a target business or businesses and our ability to complete our initial business combination, and we will depend on loans
from our Sponsor, its affiliates or our management team to fund our search and to complete our initial business combination.**
Of
the net proceeds of the Initial Public Offering and the sale of the Private Placement Shares, only $250,000 will be available to us initially
outside the Trust Account to fund our working capital requirements. We believe that, upon the closing of the Initial Public Offering,
the funds available to us outside of the Trust Account, together with permitted withdrawals and funds available from loans from our Sponsor,
its affiliates or our management team will be sufficient to allow us to operate for at least the duration of the completion window; however,
we cannot assure you that our estimate is accurate, and our Sponsor, its affiliates or our management team are under no obligation to
advance funds to us in such circumstances. Of the funds available to us, we could use a portion of the funds available to us to pay fees
to consultants to assist us with our search for a target business. We could also use a portion of the funds as a down payment or to fund
a no-shop provision (a provision in letters of intent or merger agreements designed to keep target businesses from shopping
around for transactions with other companies or investors on terms more favorable to such target businesses) with respect to a particular
proposed business combination, although we do not have any current intention to do so. If we entered into a letter of intent or merger
agreement where we paid for the right to receive exclusivity from a target business and were subsequently required to forfeit such funds
(whether as a result of our breach or otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence
with respect to, a target business.
In
the event that our offering expenses exceed our estimate of $750,000, we may fund such excess with funds not to be held in the Trust
Account. In such case, unless funded by the proceeds of loans available from our Sponsor, its affiliates or our management team, the
amount of funds we intend to be held outside the Trust Account would decrease by a corresponding amount. Conversely, in the event that
the offering expenses are less than our estimate of $750,000, the amount of funds we intend to be held outside the Trust Account would
increase by a corresponding amount. The amount held in the Trust Account will not be impacted as a result of such increase or decrease.
If we are required to seek additional capital, we would need to borrow funds from our Sponsor, its affiliates, our management team or
other third parties to operate or may be forced to liquidate. Neither our Sponsor, members of our management team nor any of their affiliates
is under any obligation to advance funds to us in such circumstances. Any such advances would be repaid only from funds held outside
the Trust Account or from funds released to us upon completion of our initial business combination. Such loans may be convertible into
Private Placement Shares of the post-business combination entity at a price of $10.00 per share at the option of the lender. Prior to
the completion of our initial business combination, we do not expect to seek loans from parties other than our Sponsor or an affiliate
of our Sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights
to seek access to funds in our Trust Account. If we have not consummated our initial business combination within the completion window
because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. Consequently,
our public shareholders may only receive an estimated $10.00 per public share, or possibly less, on our redemption of our public shares.
24
****
**If
third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received
by shareholders may be less than $10.00 per public share.**
Our
placing of funds in the Trust Account may not protect those funds from third party claims against us. Although we will seek to have all
vendors, service providers, prospective target businesses and other entities with which we do business execute agreements with us waiving
any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of our public shareholders,
such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims
against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar
claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim
against our assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement waiving such claims
to the monies held in the Trust Account, our management will consider whether competitive alternatives are reasonably available to us
and will only enter into an agreement with such third party if management believes that such third partys engagement would be
in the best interests of the company under the circumstances. WithumSmith+Brown, PC, our independent registered public accounting firm,
and the underwriters of the Initial Public Offering will not execute agreements with us waiving such claims to the monies held in the
Trust Account.
Examples
of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant
whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would
agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition,
there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of,
any negotiations, contracts or agreements with us and will not seek recourse against the Trust Account for any reason. Upon redemption
of our public shares, if we are unable to complete our initial business combination within the prescribed timeframe, or upon the exercise
of a redemption right in connection with our initial business combination, we will be required to provide for payment of claims of creditors
that were not waived that may be brought against us within the 10years following redemption. Accordingly, the per-share redemption
amount received by public shareholders could be less than the $10.00 per public share initially held in the Trust Account, due to claims
of such creditors. Pursuant to the letter agreement the form of which is filed as an exhibit to the Initial Public Offering registration
statement, our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered
or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality
or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of
(i)$10.00 per public share and (ii)the actual amount per public share held in the Trust Account as of the date of the liquidation
of the Trust Account, if less than $10.00 per public share due to reductions in the value of the trust assets, less taxes paid or payable,
provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any
and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under
our indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities
Act. However, we have not asked our Sponsor to reserve for such indemnification obligations, nor have we independently verified whether
our Sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our Sponsors only assets are securities
of our company. Therefore, we cannot assure you that our Sponsor would be able to satisfy those obligations. As a result, if any such
claims were successfully made against the Trust Account, the funds available for our initial business combination and redemptions could
be reduced to less than $10.00 per public share. In such event, we may not be able to complete our initial business combination, and
you would receive such lesser amount per share in connection with any redemption of your public shares. None of our officers or directors
will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.
****
**Our
directors may decide not to enforce the indemnification obligations of our Sponsor, resulting in a reduction in the amount of funds in
the Trust Account available for distribution to our public shareholders.**
In
the event that the proceeds in the Trust Account are reduced below the lesser of (i)$10.00 per public share and (ii)the actual
amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per public
share due to reductions in the value of the trust assets, in each case less taxes paid or payable, and our Sponsor asserts that it is
unable to satisfy his obligations or that he has no indemnification obligations related to a particular claim, our independent directors
would determine whether to take legal action against our Sponsor to enforce its indemnification obligations. While we currently expect
that our independent directors would take legal action on our behalf against our Sponsor to enforce its indemnification obligations to
us, it is possible that our independent directors in exercising their business judgment and subject to their fiduciary duties may choose
not to do so in any particular instance if, for example, the cost of such legal action is deemed by the independent directors to be too
high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not likely. If our independent
directors choose not to enforce these indemnification obligations, the amount of funds in the Trust Account available for distribution
to our public shareholders may be reduced below $10.00 per public share.
25
****
**The
securities in which we invest the funds held in the Trust Account could bear a negative rate of interest, which could reduce the interest
income available for payment of taxes or reduce the value of the assets held in trust such that the per-share redemption amount received
by public shareholders may be less than $10.00 per public share.**
The
proceeds held in the Trust Account will initially be invested only in U.S.government treasury obligations with a maturity of 185days
or less or in money market funds meeting certain conditions under Rule2a-7 under the Investment Company Act which invest only in
direct U.S.government treasury obligations; the holding of these assets in this form is intended to be temporary and for the sole
purpose of facilitating the intended business combination and may at any time be held as cash or cash items, including in demand deposit
accounts at a bank. While short-term U.S.government treasury obligations currently yield a positive rate of interest, they have
briefly yielded negative interest rates in recentyears. Central banks in Europe and Japan pursued interest rates below zero in
recentyears, and the Open Market Committee of the Federal Reserve has not ruled out the possibility that it may in the future adopt
similar policies in the UnitedStates. In the event that we are unable to complete our initial business combination or make certain
amendments to our amended and restated memorandum and articles of association, our public shareholders are entitled to receive their
pro-rata share of the proceeds held in the Trust Account, plus any interest income (less taxes payable and up to $100,000 of interest
to pay dissolution expenses). Negative interest rates could reduce the value of the assets held in trust such that the per-share redemption
amount received by public shareholders may be less than $10.00 per public share.
****
**If,
after we distribute the proceeds in the Trust Account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary
bankruptcy or winding-up petition is filed against us that is not dismissed, a bankruptcy or insolvency court may seek to recover such
proceeds, and the members of our board of directors may be viewed as having breached their fiduciary duties to our creditors, thereby
exposing the members of our board of directors and us to claims of punitive damages.**
If,
after we distribute the proceeds in the Trust Account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary
bankruptcy or winding-up petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed
under applicable debtor/creditor and/or bankruptcy or insolvency laws as either a preferential transfer or a fraudulent
conveyance. As a result, a bankruptcy or insolvency court could seek to recover some or all amounts received by our shareholders.
In addition, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith,
thereby exposing itself and us to claims of punitive damages, by paying public shareholders from the Trust Account prior to addressing
the claims of creditors.
****
**If,
before distributing the proceeds in the Trust Account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary
bankruptcy or winding-up petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority
over the claims of our shareholders and the per-share amount that would otherwise be received by our shareholders in connection with
our liquidation may be reduced.**
If,
before distributing the proceeds in the Trust Account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary
bankruptcy or winding-up petition is filed against us that is not dismissed, the proceeds held in the Trust Account could be subject
to applicable bankruptcy or insolvency law, and may be included in our bankruptcy estate and subject to the claims of third parties with
priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the Trust Account, the per-share amount that
would otherwise be received by our shareholders in connection with our liquidation may be reduced.
****
**If
we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements
and our activities may be restricted, which may make it difficult for us to complete our initial business combination.**
If
we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including:
| 
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restrictions on the nature
of our investments; and | |
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| 
| 
restrictions on the issuance
of securities, each of which may make it difficult for us to complete our initial business combination. In addition, we may have
imposed upon us burdensome requirements, including: | |
| 
| 
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registration as an investment
company; | |
26
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| 
adoption of a specific
form of corporate structure; and | |
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reporting, record keeping,
voting, proxy and disclosure requirements and other rules and regulations. | |
In
order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must
ensure that we are engaged primarily in a business other than investing, reinvesting or trading of securities and that our activities
do not include investing, reinvesting, owning, holding or trading investment securities constituting more than 40% of our
assets (exclusive of U.S.government securities and cash items) on an unconsolidated basis. Our business will be to identify and
complete a business combination and thereafter to operate the post-transaction business or assets for the long term. We do not intend
to spend a considerable amount of time actively managing the assets in the Trust Account for the primary purpose of achieving investment
returns. We do not plan to buy businesses or assets with a view to resale or profit from their resale. We do not plan to buy unrelated
businesses or assets or to be a passive investor.
We
do not believe that our anticipated principal activities will subject us to the Investment Company Act. To this end, the proceeds held
in the Trust Account will initially only be invested in U.S.government securities within the meaning of Section 2(a)(16)of
the Investment Company Act having a maturity of 185days or less or in money market funds meeting certain conditions under Rule2a-7
promulgated under the Investment Company Act which invest only in direct U.S.government treasury obligations; the holding of these
assets in this form is intended to be temporary and for the sole purpose of facilitating the intended business combination and may at
any time be held as cash or cash items, including in demand deposit accounts at a bank. Pursuant to the trust agreement, the trustee
is not permitted to invest in other securities or assets. By restricting the investment of the proceeds to these instruments, and by
having a business plan targeted at acquiring and growing businesses for the long term (rather than on buying and selling businesses in
the manner of a merchant bank or private equity fund), we intend to avoid being deemed an investment company within the
meaning of the Investment Company Act. The Initial Public Offering is not intended for persons who are seeking a return on investments
in government securities or investment securities. The Trust Account is intended as a holding place for funds pending the earliest to
occur of: (i)the completion of our initial business combination; (ii)the redemption of any public shares properly submitted
in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A)to modify the
substance or timing of our obligation to provide for the redemption of our public shares in connection with an initial business combination
or to redeem 100% of our public shares if we have not consummated our initial business combination within the completion window or (B)with
respect to any other provisions relating to shareholders rights or pre-initial business combination activity; or (iii)absent
an initial business combination within the completion window, our return of the funds held in the Trust Account to our public shareholders
as part of our redemption of the public shares. If we do not invest the proceeds as discussed above, we may be deemed to be subject to
the Investment Company Act.
Further,
under the subjective test of a investment company pursuant to Section 3(a)(1)(A)of the Investment Company Act, even
if the funds deposited in the Trust Account were invested in the assets discussed above (U.S. government securities or money market funds
registered under the Investment Company Act), such assets, other than cash, are securities for purposes of the Investment
Company Act and, therefore, nevertheless, there is a risk that we could be deemed an unregistered investment company and subject to the
Investment Company Act at any time.
In
the adopting release for the 2024 SPAC Rules (as defined below), the SEC provided guidance that a SPACs potential status as an
investment company depends on a variety of factors, such as a SPACs duration, asset composition, business purpose
and activities and is a question of facts and circumstances requiring individualized analysis. If we were deemed to be
an unregistered investment company and subject to compliance with and regulation under the Investment Company Act, we would be subject
to additional regulatory burdens and expenses for which we have not allotted funds. Unless we are able to modify our activities so that
we would not be deemed an investment company, we would either register as an investment company or wind down and abandon our efforts
to complete an initial business combination and instead liquidate the Company. As a result, our public shareholders may only receive
their pro rata portion of the funds in the Trust Account that are available for distribution to public shareholders and would be unable
to realize the potential benefits of an initial business combination, including the possible appreciation of the combined companys
securities.
27
****
**To
mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, we may, at any time,
instruct the trustee to liquidate the securities held in the Trust Account and instead to hold the funds in the Trust Account in cash
until the earlier of the consummation of our initial business combination or our liquidation. As a result, following the liquidation
of securities in the Trust Account, the interest earned on the funds held in the Trust Account may be materially reduced, which would
reduce the dollar amount our public shareholders would receive upon any redemption or liquidation of the Company.**
We
intend to initially hold the funds in the Trust Account as cash, including in demand deposit accounts at a bank, or in U.S.government
treasury obligations with a maturity of 185days or less or in money market funds investing solely in U.S.government treasury
obligations and meeting certain conditions under Rule2a-7 under the Investment Company Act. U.S.government treasury obligations
are considered securities for purposes of the Investment Company Act, while cash is not. As noted above, one of the factors
the SEC identified as relevant to the determination of whether a SPAC which holds securities could potentially be deemed an investment
company under the Investment Company Act is the SPACs duration. To mitigate the risk of us being deemed to be an unregistered
investment company (including under the subjective test of Section 3(a)(1)(A)of the Investment Company Act) and thus subject to
regulation under the Investment Company Act, we may, at any time, instruct Continental Stock Transfer& Trust Company, the trustee
with respect to the Trust Account, to liquidate the U.S.government treasury obligations or money market funds held in the Trust
Account and thereafter to hold all funds in the Trust Account in cash until the earlier of consummation of our initial business combination
or liquidation of the company. Following such liquidation, the rate of interest we receive on the funds held in the Trust Account may
be materially decreased. However, interest previously earned on the funds held in the Trust Account still may be released to us for permitted
withdrawals and certain other expenses as permitted. As a result, any decision to liquidate the securities held in the Trust Account
and thereafter to hold all funds in the Trust Account in cash would reduce the dollar amount our public shareholders would receive upon
any redemption or liquidation of the company.
****
**Changes
in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability
to negotiate and complete our initial business combination, and results of operations.**
We
are subject to laws and regulations enacted by national, regional and local governments. In particular, we will be required to comply
with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult,
time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and
those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to
comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including
our ability to negotiate and complete our initial business combination, and results of operations.
On
January24, 2024, the SEC issued final rules (the 2024 SPAC Rules), effective as of July1, 2024, that formally
adopted some of the SECs proposed rules for SPACs that were released on March30, 2022. The 2024 SPAC Rules, among other
items, impose additional disclosure requirements in initial public offerings by SPACs and business combination transactions involving
SPACs and private operating companies; amend the financial statement requirements applicable to business combination transactions involving
such companies; update and expand guidance regarding the general use of projections in SEC filings, as well as when projections are disclosed
in connection with proposed business combination transactions; increase the potential liability of certain participants in proposed business
combination transactions; and could impact the extent to which SPACs could become subject to regulation under the Investment Company
Actof1940. The 2024 SPAC Rules may materially adversely affect our business, including our ability to negotiate and complete,
and the costs associated with, our initial business combination, and results of operations.
****
**If
we are unable to consummate our initial business combination within the completion window, our public shareholders may be forced to wait
beyond such period before redemption from our Trust Account.**
If
we are unable to consummate our initial business combination within the completion window, the proceeds then on deposit in the Trust
Account, including interest earned on the funds held in the Trust Account (net of amounts released to us to fund our working capital
requirements (subject to an annual limit of $1,000,000), taxes paid or payable and up to $100,000 of interest to pay dissolution expenses),
will be used to fund the redemption of our public shares, as further described herein. Any redemption of public shareholders from the
Trust Account will be effected automatically by function of our amended and restated memorandum and articles of association prior to
any voluntary winding up. If we are required to wind-up, liquidate the Trust Account and distribute such amount therein, pro rata, to
our public shareholders, as part of any liquidation process, such winding up, liquidation and distribution must comply with the applicable
provisions of the Companies Act. In that case, investors may be forced to wait beyond the duration of the completion window before the
redemption proceeds of our Trust Account become available to them, and they receive the return of their pro rata portion of the proceeds
from our Trust Account. We have no obligation to return funds to investors prior to the date of our redemption or liquidation unless
we consummate our initial business combination prior thereto and only then in cases where investors have sought to redeem their ClassA
ordinary shares. Only upon our redemption or any liquidation will public shareholders be entitled to distributions if we are unable to
complete our initial business combination.
28
****
**Our
shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption
of their shares.**
If
we are forced to enter into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment
if it was proved that immediately following the date on which the distribution was made, we were unable to pay our debts as they fall
due in the ordinary course of business. As a result, a liquidator could seek to recover some or all amounts received by our shareholders.
Furthermore, our directors may be viewed as having breached their fiduciary duties to us or our creditors and/or may have acted in bad
faith, thereby exposing themselves and our company to claims, by paying public shareholders from the Trust Account prior to addressing
the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons. We and our directors and
officers who knowingly and willfully authorized or permitted any distribution to be paid out of our share premium account while we were
unable to pay our debts as they fall due in the ordinary course of business would be guilty of an offence and may be liable to a fine
of $18,293 and to imprisonment for fiveyears in the Cayman Islands.
****
**We
may not hold an annual general meeting until after the consummation of our initial business combination.**
In
accordance with Nasdaq corporate governance requirements, we are not required to hold an annual general meeting until no later than one
year after our first fiscal year end following our listing on Nasdaq. There is no requirement under the Companies Act for us to hold
annual or general meetings to appoint directors. Until we hold an annual general meeting, public shareholders may not be afforded the
opportunity to discuss company affairs with management.
****
**Because
we are neither limited to evaluating a target business in a particular industry sector nor have we selected any target businesses with
which to pursue our initial business combination, you will be unable to ascertain the merits or risks of any particular target businesss
operations.**
Our
efforts to identify a prospective initial business combination target will not be limited to a particular industry, sector or geographic
region. While we may pursue an initial business combination opportunity in any industry or sector, we intend to capitalize on the ability
of our management team to identify and acquire a business or businesses that can benefit from our management teams established
global relationships and operating experience. We believe the potential best use cases for SPACs are special situations
involving target companies, including consolidations, corporate carve-outs (from public or private businesses), and global companies
based internationally that are seeking sponsorship to access the U.S. equity capital markets. We intend to target a combined company
that has a pro forma equity value of $3 billion or greater. Our management team has extensive experience in identifying and executing
strategic investments globally and has done so successfully in a number of sectors. Our amended and restated memorandum and articles
of association prohibits us from effectuating a business combination solely with another blank check company or similar company with
nominal operations. Because we have not yet selected any specific target business with respect to a business combination, there is no
basis to evaluate the possible merits or risks of any particular target businesss operations, results of operations, cash flows,
liquidity, financial condition or prospects. To the extent we complete our initial business combination, we may be affected by numerous
risks inherent in the business operations with which we combine. For example, if we combine with a financially unstable business or an
entity lacking an established record of sales or earnings, we may be affected by the risks inherent in the business and operations of
a financially unstable or a development stage entity. In recentyears, a number of target businesses have underperformed financially
post-business combination. There are no assurances that the target business with which we consummate our initial business combination
will perform as anticipated. Although our officers and directors will endeavor to evaluate the risks inherent in a particular target
business, we cannot assure you that we will properly ascertain or assess all of the significant risk factors or that we will have adequate
time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control
or reduce the chances that those risks will adversely impact a target business. We also cannot assure you that an investment in our Units
will ultimately prove to be more favorable to investors than a direct investment, if such opportunity were available, in a business combination
target. Accordingly, any shareholders who choose to remain shareholders following the business combination could suffer a reduction in
the value of their Units. Such shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully
claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or
if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as
applicable, relating to the business combination contained an actionable material misstatement or material omission.
****
**We
may seek business combination opportunities in industries or sectors that may be outside of our managements areas of expertise.**
We
will consider a business combination outside of our managements areas of expertise if a business combination candidate is presented
to us and we determine that such candidate offers an attractive business combination opportunity for our company. Although our management
will endeavor to evaluate the risks inherent in any particular business combination candidate, we cannot assure you that we will adequately
ascertain or assess all of the significant risk factors. We also cannot assure you that an investment in our Units will not ultimately
prove to be less favorable to our public shareholders than a direct investment, if an opportunity were available, in a business combination
candidate. In the event we elect to pursue a business combination outside of the areas of our managements expertise, our managements
expertise may not be directly applicable to its evaluation or operation, and the information contained in this Form 10-K regarding the
areas of our managements expertise would not be relevant to an understanding of the business that we elect to acquire. As a result,
our management may not be able to ascertain or assess adequately all of the relevant risk factors. Accordingly, any holders who choose
to retain their securities following our initial business combination could suffer a reduction in the value of their securities. Such
holders are unlikely to have a remedy for such reduction in value.
29
****
**Although
we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may
enter into our initial business combination with a target that does not meet such criteria and guidelines, and as a result, the target
business with which we enter into our initial business combination may not have attributes entirely consistent with our general criteria
and guidelines.**
Although
we have identified general criteria and guidelines for evaluating prospective target businesses, it is possible that a target business
with which we enter into our initial business combination will not have all of these positive attributes. If we complete our initial
business combination with a target that does not meet some or all of these guidelines, such combination may not be as successful as a
combination with a business that does meet all of our general criteria and guidelines. In addition, if we announce a prospective business
combination with a target that does not meet our general criteria and guidelines, a greater number of shareholders may exercise their
redemption rights, which may make it difficult for us to meet any closing condition with a target business that requires us to have a
minimum net worth or a certain amount of cash. In addition, if shareholder approval of the transaction is required by law, or we decide
to obtain shareholder approval for business or other reasons, it may be more difficult for us to attain shareholder approval of our initial
business combination if the target business does not meet our general criteria and guidelines. If we have not consummated our initial
business combination within the completion window, our public shareholders may only receive their pro rata portion of the funds in the
Trust Account that are available for distribution to public shareholders.
****
**We
may not be required to obtain an opinion from an independent investment banking firm or from another independent entity that commonly
renders valuation opinions, and consequently, you may have no assurance from an independent source that the consideration we are paying
for the business is fair to our company from a financial point of view.**
Unless
we complete our initial business combination with an affiliated (as defined in our amended and restated memorandum and articles of association)
entity or our board of directors cannot independently determine the fair market value of the target business or businesses (including
with the assistance of financial advisors), we are not required to obtain an opinion from an independent investment banking firm which
is a member of FINRA or from another independent entity that commonly renders valuation opinions that the consideration we are paying
is fair to our company from a financial point of view. If no opinion is obtained, our shareholders will be relying on the judgment of
our board of directors, who will determine fair market value based on standards generally accepted by the financial community. Such standards
used will be disclosed in our proxy materials or tender offer documents, as applicable, related to our initial business combination.
****
**We
may issue additional ClassA ordinary shares or preference shares to complete our initial business combination or under an employee
incentive plan after completion of our initial business combination. We may also issue ClassA ordinary shares upon the conversion
of the Founder Shares at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution
provisions contained therein. Any such issuances would dilute the interest of our shareholders and likely present other risks.**
Our
amended and restated memorandum and articles of association authorizes the issuance of up to 400,000,000 ClassA ordinary shares,
par value $0.0001 per share, 80,000,000 ClassB ordinary shares, par value $0.0001 per share, and 1,000,000 preference shares, par
value $0.0001 per share. There are 373,842,000 and 74,840,000 authorized but unissued ClassA ordinary shares and ClassB
ordinary shares, respectively, available for issuance which amount does not take into account shares issuable upon conversion of the
ClassB ordinary shares. The ClassB ordinary shares are automatically convertible into ClassA ordinary shares immediately
prior to, concurrently with or immediately following the consummation of our initial business combination or earlier at the option of
the holder, initially at a one-for-one ratio but subject to adjustment as set forth herein and in our amended and restated memorandum
and articles of association, including in certain circumstances in which we issue ClassA ordinary shares or equity-linked securities
related to our initial business combination. There are no preference shares issued and outstanding.
30
We
may issue a substantial number of additional ClassA ordinary shares or preference shares to complete our initial business combination
or under an employee incentive plan after completion of our initial business combination. We may also issue ClassA ordinary shares
upon conversion of the ClassB ordinary shares at a ratio greater than one-to-one at the time of our initial business combination
as a result of the anti-dilution provisions as set forth therein. However, our amended and restated memorandum and articles of association
provide, among other things, that prior to our initial business combination, we may not issue additional shares that would entitle the
holders thereof to (i)receive funds from the Trust Account or (ii)vote on any initial business combination. These provisions
of our amended and restated memorandum and articles of association, like all provisions of our amended and restated memorandum and articles
of association, may be amended with a shareholder vote. The issuance of additional ordinary or preference shares:
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may significantly dilute
the equity interest of our public shareholders, which dilution would increase if the anti-dilution provisions in the ClassB
ordinary shares resulted in the issuance of ClassA ordinary shares on a greater than one-to-one basis upon conversion of the
ClassB ordinary shares; | |
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may subordinate the rights
of holders of ClassA ordinary shares if preference shares are issued with rights senior to those afforded our ClassA
ordinary shares; | |
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could cause a change in
control if a substantial number of ClassA ordinary shares are issued, which may affect, among other things, our ability to
use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; | |
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may have the effect of
delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control
of us; and | |
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| 
may adversely affect prevailing
market prices for our Units, ClassA ordinary shares and/or Eagle Share Rights. | |
Such
potential dilutive issuances of securities are likely to increase as the pro forma equity value of a prospective combined company increases,
and we intend to target a combined company that has a pro forma equity value of $3 billion or greater.
****
**Because
each Unit contains one right to receive one twentieth (1/20) of one Class A ordinary share upon the consummation of our initial business
combination, and only whole shares will be issued in exchange for Eagle Share Rights, the Units may be worth less than Units of other
special purpose acquisition companies.**
Except
in cases where we are not the surviving company in a business combination, each holder of an Eagle Share Right will automatically receive
one twentieth (1/20) of one Class A ordinary share upon consummation of our initial business combination. In the event we will not be
the surviving company upon completion of our initial business combination, each holder of an Eagle Share Right will be required to affirmatively
convert its Eagle Share Rights in order to receive the one twentieth (1/20) of one Class A ordinary share underlying each Eagle Share
Right upon consummation of the business combination. We will not issue fractional shares in connection with an exchange of Eagle Share
Rights.
As
a result, you must hold Eagle Share Rights in multiples of 20 in order to receive Class A ordinary shares for all of your Eagle Share
Rights upon closing of a business combination. If we are unable to complete an initial business combination within the required time
period and we redeem the public shares for the funds held in the Trust Account, holders of Eagle Share Rights will not receive any of
such funds for their Eagle Share Rights and the Eagle Share Rights will expire worthless.
****
**The
post-business combination company may issue shares to investors in connection with our initial business combination at a price which
is less than $10.00 or the prevailing market price of our shares at that time, which could dilute the interests of our existing shareholders
and add costs.**
In
connection with our initial business combination, the post-business combination company may issue shares to investors in private placement
transactions (so-called PIPE transactions) in order to complete an initial business combination and provide sufficient liquidity and
capital to the post-business combination entity. The price of the shares so issued in connection with an initial business combination
may be less, and potentially significantly less, than $10.00 per share or the market price for our shares at such time. Any such issuances
of equity securities at a price that is less than $10.00 or the prevailing market price of our shares at that time could be structured
to ensure a return on investment to the investors and could dilute the interests of our existing shareholders in a manner that would
not ordinarily occur in a traditional Initial Public Offering and could result in both a reduction in the trading price of our shares
to the price at which the post-business combination company issues such equity securities and fluctuations in the net tangible book value
per share of the combined companys securities following the completion of our initial business combination. The post-business
combination company may also provide price protection or other incentives, or issue convertible securities such as preferred equity or
convertible debt, and the exercise or conversion price of those securities may be fixed or adjustable, and may be less, and potentially
significantly less, than $10.00 per share or the market price for our shares at such time. Such issuances could also result in additional
transaction costs related to our initial business combination compared to a traditional Initial Public Offering, including the placement
fees associated with the engagement of a placement agent in connection with PIPE transactions.
31
**
**Unlike
some other similarly structured special purpose acquisition companies, our initial shareholders will receive additional ClassA
ordinary shares if we issue certain shares to consummate an initial business combination.**
The
Founder Shares will automatically convert into ClassA ordinary shares immediately prior to, concurrently with or immediately following
the consummation of our initial business combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment
for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as
provided herein. In the case that additional ClassA ordinary shares or equity-linked securities are issued or deemed issued in
connection with our initial business combination, the number of ClassA ordinary shares issuable upon conversion of all Founder
Shares will equal, in the aggregate, on an as-converted basis, 16.67% of the total number of ClassA ordinary shares outstanding
after such conversion (excluding the Private Placement Shares and the ordinary shares underlying the Eagle Share Rights and after giving
effect to any redemptions of ClassA ordinary shares by public shareholders), including the total number of ClassA ordinary
shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued,
by the company in connection with or in relation to the consummation of the initial business combination, excluding any ClassA
ordinary shares or equity-linked securities exercisable for or convertible into ClassA ordinary shares issued, or to be issued,
to any seller in the initial business combination and any Private Placement Shares issued to our Sponsor, officers or directors upon
conversion of working capital loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.
As described above under Item 1. Business, in connection with a business combination with a combined company that has a pro forma equity
value of $3 billion or greater, our Sponsor has agreed, pursuant to the letter agreement described herein, to restructure the Founder
Shares, and any shares issuable pursuant to the anti-dilution provisions in the Founder Shares, such that the fully vested shares in
the surviving company in such business combination held by our Sponsor immediately upon the consummation of such business combination
will represent approximately 1% of such pro forma equity value of the pro forma combined company (not including any earnout or unvested
shares which may be issued, granted, held, converted or otherwise provided in connection with the consummation of the business combination)
to limit the Founder Shares dilutive impact. The foregoing represents the extent of the Sponsors commitment to restructure
such shares and because this agreement to restructure the Founder Shares is in the letter agreement, as opposed to the anti-dilution
adjustment which is in our amended and restated memorandum and articles of association, it may be amended at any time without shareholder
approval. See *Risk Factors Our letter agreement with our Sponsor, officers and directors may be amended without shareholder
approval.*
****
**Resources
could be wasted in researching business combinations that are not completed, which could materially adversely affect subsequent attempts
to locate and acquire or merge with another business. If we are unable to complete our initial business combination, our public shareholders
may only receive their pro rata portion of the funds in the Trust Account that are available for distribution to public shareholders,
and the Eagle Share Rights will expire worthless.**
We
anticipate that the investigation of each specific target business and the negotiation, drafting and execution of relevant agreements,
disclosure documents and other instruments will require substantial management time and attention and substantial costs for accountants,
attorneys, consultants and others. If we decide not to complete a specific initial business combination, the costs incurred up to that
point for the proposed transaction likely would not be recoverable. Furthermore, if we reach an agreement relating to a specific target
business, we may fail to complete our initial business combination for any number of reasons including those beyond our control. Any
such event will result in a loss to us of the related costs incurred which could materially adversely affect subsequent attempts to locate
and acquire or merge with another business. If we have not consummated our initial business combination within the completion window,
our public shareholders may only receive their pro rata portion of the funds in the Trust Account that are available for distribution
to public shareholders, and the Eagle Share Rights will expire worthless.
****
**In
recentyears, the number of special purpose acquisition companies that have been formed has increased substantially, potentially
resulting in more competition for attractive targets. This could increase the cost of our initial business combination and could even
result in our inability to find a target or to consummate an initial business combination.**
In
recentyears, the number of special purpose acquisition companies has increased substantially. Because there are more special purpose
acquisition companies seeking to enter into an initial business combination with available targets, the competition for available targets
with attractive fundamentals or business models may increase, which could cause targets companies to demand improved financial terms.
Attractive deals could also become scarcer for other reasons, such as economic or industry sector downturns, geopolitical tensions, or
increases in the cost of additional capital needed to close business combinations or operate targets post-business combination. This
could increase the cost of, delay or otherwise complicate or frustrate our ability to find and consummate an initial business combination,
and may result in our inability to consummate an initial business combination on terms favorable to our investors altogether.
32
****
**We
may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated
with our Sponsor, officers, directors or existing holders which may raise potential conflicts of interest.**
In
light of the involvement of our Sponsor, its managing members, and our officers and directors with other entities, we may decide to acquire
one or more businesses affiliated with or competitive with our Sponsor, officers, directors and their respective affiliates or existing
holders. Our directors also serve as officers and/or board members for other entities. Such entities may compete with us for business
combination opportunities. Our Sponsor, officers and directors are not currently aware of any specific opportunities for us to complete
our initial business combination with any entities with which they are affiliated, and there have been no substantive discussions concerning
a business combination with any such entity or entities. Although we will not be specifically focusing on, or targeting, any transaction
with any affiliated entities, we would pursue such a transaction if we determined that such affiliated entity met our criteria for a
business combination and such transaction was approved by a majority of our independent and disinterested directors. Despite our agreement
to obtain an opinion from an independent investment banking firm which is a member of FINRA or another independent entity that commonly
renders valuation opinions regarding the fairness to our company from a financial point of view of a business combination with an affiliate
(as defined in our amended and restated memorandum and articles of association) of our Sponsor, officers or directors, potential conflicts
of interest still may exist and, as a result, the terms of the business combination may not be as advantageous to our public shareholders
as they would be absent any conflicts of interest.
****
**Since
our Sponsor, officers and directors will lose their entire investment in us if our initial business combination is not completed (other
than with respect to public shares they may acquire), a conflict of interest may arise in determining whether a particular business combination
target is appropriate for our initial business combination.**
On
March23, 2021, our Sponsor paid $25,000, or approximately $0.0004 per share, to cover certain of our offering and formation costs
in exchange for 57,500,000 Founder Shares. On June25, 2024, our Sponsor surrendered for no consideration 50,312,500 Founder Shares,
resulting in our Sponsor holding an aggregate of 7,187,500 Founder Shares. Prior to the initial investment in the company of $25,000
by the Sponsor, the company had no assets, tangible or intangible. The purchase price of the Founder Shares was determined by dividing
the amount of cash contributed to the company by the number of Founder Shares issued. The number of Founder Shares outstanding was determined
based on the expectation that the total size of the Initial Public Offering would be a maximum of 28,750,000 Units if the underwriters
Over-Allotment Option was exercised in full, and therefore that such Founder Shares would represent 16.67% of the outstanding shares
after the Initial Public Offering (excluding the Private Placement Shares and after taking into account the Sponsors forfeiture
of Founder Shares in respect of the Eagle Share Rights). On December 9, 2024, in connection with the closing of the Over-Allotment Option,
the Sponsor forfeited 2,027,500 Founder Shares, resulting in the Sponsor holding an aggregate of 5,160,000 Founder Shares. The Founder
Shares will be worthless if we do not complete an initial business combination. In addition, our Sponsor purchased an aggregate of 358,000
Private Placement Shares (comprised of 350,000 Private Placement Shares purchased in connection with the Initial Public Offering and
an additional 8,000 Private Placement Shares purchased in connection with the closing of the Over-Allotment Option) for an aggregate
purchase price of $3,580,000, or $10.00 per share. The Private Placement Shares will also be worthless if we do not complete our initial
business combination. After taking into account the issuance the Private Placement Shares and the Founder Shares, our Sponsor owns an
aggregate of 5,518,000 ordinary shares, or 17.62% of our issued and outstanding ordinary shares. The personal and financial interests
of our officers and directors may influence their motivation in identifying and selecting a target business combination, completing an
initial business combination and influencing the operation of the business following the initial business combination. This risk may
become more acute as the expiration of the completion window nears, which is the deadline for our completion of an initial business combination.
****
**We
may issue notes or other debt securities, or otherwise incur substantial debt, to complete a business combination, which may adversely
affect our leverage and financial condition and thus negatively impact the value of our shareholders investment in us.**
We
may choose to incur substantial debt to complete our initial business combination. The incurrence of debt could have a variety of negative
effects, including:
| 
| 
| 
default and foreclosure
on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations; | |
| 
| 
| 
acceleration of our obligations
to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require
the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; | |
| 
| 
| 
our immediate payment of
all principal and accrued interest, if any, if the debt security is payable on demand; | |
33
| 
| 
| 
our inability to obtain
necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the
debt security is outstanding; | |
| 
| 
| 
using a substantial portion
of our cash flow to pay principal and interest on our debt, which will reduce the funds available for expenses, capital expenditures,
acquisitions and other general corporate purposes; | |
| 
| 
| 
limitations on our flexibility
in planning for and reacting to changes in our business and in the industry in which we operate; | |
| 
| 
| 
increased vulnerability
to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and | |
| 
| 
| 
limitations on our ability
to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy
and other purposes and other disadvantages compared to our competitors who have less debt. | |
****
**We
may only be able to complete one business combination with the proceeds of the Initial Public Offering and the sale of the Private Placement
Shares, which will cause us to be solely dependent on a single business which may have a limited number of products or services. This
lack of diversification may negatively impact our operations and profitability. The net proceeds from the Initial Public Offering and
the private placement of shares provided us with $248,970,000 that we may use to complete our initial business combination (after taking
into account the $9,030,000 of deferred underwriting commissions being held in the Trust Account).**
We
may effectuate our initial business combination with a single target business or multiple target businesses simultaneously or within
a short period of time. However, we may not be able to effectuate our initial business combination with more than one target business
because of various factors, including the existence of complex accounting issues and the requirement that we prepare and file pro forma
financial statements with the SEC that present operating results and the financial condition of several target businesses as if they
had been operated on a combined basis. By completing our initial business combination with only a single entity, our lack of diversification
may subject us to numerous economic, competitive and regulatory developments. Further, we would not be able to diversify our operations
or benefit from the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete
several business combinations in different industries or different areas of a single industry. Accordingly, the prospects for our success
may be:
| 
| 
| 
solely dependent upon the
performance of a single business, property or asset, or | |
| 
| 
| 
dependent upon the development
or market acceptance of a single or limited number of products, processes or services. | |
This
lack of diversification may subject us to numerous economic, competitive and regulatory risks, any or all of which may have a substantial
adverse impact upon the particular industry in which we may operate subsequent to our initial business combination.
****
**We
may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to complete
our initial business combination and give rise to increased costs and risks that could negatively impact our operations and profitability.**
If
we determine to simultaneously acquire several businesses that are owned by different sellers, we will need for each of such sellers
to agree that our purchase of its business is contingent on the simultaneous closings of the other business combinations, which may make
it more difficult for us, and delay our ability, to complete our initial business combination. With multiple business combinations, we
could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence
investigations (if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations
and services or products of the acquired companies in a single operating business. If we are unable to adequately address these risks,
it could negatively impact our profitability and results of operations.
****
**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.
34
****
**We
do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete
our initial business combination with which a substantial majority of our shareholders do not agree.**
Our
amended and restated memorandum and articles of association will not provide a maximum redemption threshold. Our proposed initial business
combination may impose a minimum cash requirement for (i)cash consideration to be paid to the target or its owners, (ii)cash
for working capital or other general corporate purposes or (iii)the retention of cash to satisfy other conditions. As a result,
we may be able to complete our initial business combination even though a substantial majority of our public shareholders do not agree
with the transaction and have redeemed their shares or, if we seek shareholder approval of our initial business combination and do not
conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, have entered into privately
negotiated agreements to sell their shares to our Sponsor, officers, directors, advisors or any of their affiliates. In the event the
aggregate cash consideration we would be required to pay for all ClassA ordinary shares that are validly submitted for redemption
plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount
of cash available to us, we will not complete the business combination or redeem any shares, all ClassA ordinary shares submitted
for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination.
****
**In
order to effectuate an initial business combination, special purpose acquisition companies have, in the recent past, amended various
provisions of their charters and other governing instruments. We cannot assure you that we will not seek to amend our amended and restated
memorandum and articles of association or governing instruments in a manner that will make it easier for us to complete our initial business
combination that our shareholders may not support.**
In
order to effectuate a business combination, special purpose acquisition companies have, in the recent past, amended various provisions
of their charters and governing instruments. For example, special purpose acquisition companies have amended the definition of business
combination, increased redemption thresholds and extended the time to consummate an initial business combination and. Amending our amended
and restated memorandum and articles of association will require a special resolution under Cayman Islands law, which requires the affirmative
vote of at least two-thirds of our ordinary shares which are represented in person or by proxy and are voted at a general meeting of
the company. In addition, our amended and restated memorandum and articles of association requires us to provide our public shareholders
with the opportunity to redeem their public shares for cash if we propose an amendment to our amended and restated memorandum and articles
of association (A)to modify the substance or timing of our obligation to allow redemption in connection with our initial business
combination or to redeem 100% of our public shares if we do not complete an initial business combination within the completion window
or (B)with respect to any other material provisions relating to shareholders rights or pre-initial business combination
activity. To the extent any of such amendments would be deemed to fundamentally change the nature of the securities offered through the
Initial Public Offering registration statement, we would register, or seek an exemption from registration for, the affected securities.
We cannot assure you that we will not seek to amend our charter or governing instruments or extend the time to consummate an initial
business combination in order to effectuate our initial business combination.
****
**The
provisions of our amended and restated memorandum and articles of association that relate to our pre-business combination activity (and
corresponding provisions of the agreement governing the release of funds from our Trust Account) may be amended with the approval of
holders of not less than two-thirds of our ordinary shares which are represented in person or by proxy and are voted at a general meeting
of the company, which is a lower amendment threshold than that of some other special purpose acquisition companies. It may be easier
for us, therefore, to amend our amended and restated memorandum and articles of association to facilitate the completion of an initial
business combination that some of our shareholders may not support.**
Our
amended and restated memorandum and articles of association provide that any of its provisions related to pre-business combination activity
(including the requirement to deposit proceeds of the Initial Public Offering and the private placement of shares into the Trust Account
and not release such amounts except in specified circumstances, and to provide redemption rights to public shareholders as described
herein) and corresponding provisions of the trust agreement governing the release of funds from our Trust Account may be amended if approved
by special resolution, under Cayman Islands law which requires the affirmative vote of at least two-thirds of our ordinary shares which
are represented in person or by proxy and are voted at a general meeting of the company. Our Sponsor, who owns an aggregate of 5,518,000
ordinary shares, or 17.62% of our issued and outstanding ordinary shares, will participate in any vote to amend our amended and restated
memorandum and articles of association and/or trust agreement and will have the discretion to vote in any manner they choose. As a result,
we may be able to amend the provisions of our amended and restated memorandum and articles of association which govern our pre-business
combination behavior more easily than some other special purpose acquisition companies, and this may increase our ability to complete
a business combination with which you do not agree. Our shareholders may pursue remedies against us for any breach of our amended and
restated memorandum and articles of association.
Our
Sponsor, officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our
amended and restated memorandum and articles of association (A)to modify the substance or timing of our obligation to allow redemption
in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business
combination within the completion window or (B)with respect to any other material provisions relating to shareholders rights
or pre-initial business combination activity, unless we provide our public shareholders with the opportunity to redeem their ClassA
ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit
in the Trust Account, including interest earned on the funds held in the Trust Account (net of amounts released to us to fund our working
capital requirements (subject to an annual limit of $1,000,000) and taxes paid or payable), divided by the number of then issued and
outstanding public shares. Our shareholders are not parties to, or third-party beneficiaries of, these agreements and, as a result, will
not have the ability to pursue remedies against our Sponsor, officers and directors for any breach of these agreements. As a result,
in the event of a breach, our shareholders would need to pursue a shareholder derivative action, subject to applicable law.
35
****
**We
may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target
business, which could compel us to restructure or abandon a particular business combination.**
We
have not selected any specific business combination target but intend to target businesses with enterprise values that are greater than
we could acquire with the net proceeds of the Initial Public Offering and the sale of the Private Placement Shares. As a result, if the
cash portion of the purchase price exceeds the amount available from the Trust Account, net of amounts needed to satisfy any redemption
by public shareholders, we may be required to seek additional financing to complete such proposed initial business combination. We cannot
assure you that such financing will be available on acceptable terms, if at all. To the extent that additional financing proves to be
unavailable when needed to complete our initial business combination, we would be compelled to either restructure the transaction or
abandon that particular business combination and seek an alternative target business candidate. Further, we may be required to obtain
additional financing in connection with the closing of our initial business combination for general corporate purposes, including for
maintenance or expansion of operations of the post-transaction businesses, the payment of principal or interest due on indebtedness incurred
in completing our initial business combination, or to fund the purchase of other companies. If we are unable to complete our initial
business combination, our public shareholders may only receive their pro rata portion of the funds in the Trust Account that are available
for distribution to public shareholders. In addition, even if we do not need additional financing to complete our initial business combination,
we may require such financing to fund the operations or growth of the target business. The failure to secure additional financing could
have a material adverse effect on the continued development or growth of the target business. None of our officers, directors or shareholders
is required to provide any financing to us in connection with or after our initial business combination.
****
**Our
initial shareholders control a substantial interest in us and thus may exert a substantial influence on actions requiring a shareholder
vote, potentially in a manner that you do not support.**
Our
initial shareholders own an aggregate of 5,518,000 ordinary shares, or 17.62% of our issued and outstanding ordinary shares. Accordingly,
they may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support, including
amendments to our amended and restated memorandum and articles of association. In addition, prior to the closing of our initial business
combination, only holders of our Founder Shares will have the right to vote to continue the Company in a jurisdiction outside the Cayman
Islands (including any special resolution required to amend the constitutional documents of the Company or to adopt new constitutional
documents of the Company, in each case, as a result of the Company approving a transfer by way of continuation in a jurisdiction outside
the Cayman Islands). This provision of our amended and restated memorandum and articles of association may only be amended by a special
resolution passed by not less than 90% of our ordinary shares which are represented in person or by proxy and are voted at our general
meeting. As a result, you will not have any influence over our continuation in a jurisdiction outside the Cayman Islands prior to our
initial business combination.
If
our initial shareholders purchase any additional ClassA ordinary shares in the aftermarket or in privately negotiated transactions,
this would increase their control. Neither our initial shareholders nor, to our knowledge, any of our officers or directors, have any
current intention to purchase additional securities, other than as disclosed in this Form 10-K. Factors that would be considered in making
such additional purchases would include consideration of the current trading price of our ClassA ordinary shares. In addition,
our board of directors, whose members were appointed by our Sponsor, is and will be divided into three classes, each of which will generally
serve for a term for threeyears with only one class of directors being appointed in each year. We may not hold an annual or extraordinary
general meeting to appoint new directors prior to the completion of our initial business combination, in which case all of the current
directors will continue in office until at least the completion of the business combination. If there is an annual general meeting, as
a consequence of our staggered board of directors, only a minority of the board of directors will be considered for appointment
and our initial shareholders, because of their ownership position, will have considerable influence regarding the outcome. Accordingly,
our initial shareholders will continue to exert control at least until the completion of our initial business combination.
****
**We
may not be able to complete an initial business combination since such initial business combination may be subject to regulatory review
and approval requirement, including foreign investment regulations and review by government entities such as the Committee on Foreign
Investment in the UnitedStates (CFIUS), or may be ultimately prohibited.**
Our
initial business combination may be subject to regulatory review and approval requirements by governmental entities, or ultimately prohibited.
For example, CFIUS has authority to review direct or indirect foreign investments in U.S.companies. Among other things, CFIUS is
empowered to require certain foreign investors to make mandatory filings, to charge filing fees related to such filings, and to self-initiate
national security reviews of foreign direct and indirect investments in U.S.companies if the parties to that investment choose
not to file voluntarily. In the case that CFIUS determines an investment to be a threat to national security, CFIUS has the power to
unwind or place restrictions on the investment. Whether CFIUS has jurisdiction to review an acquisition or investment transaction depends
onamong other factorsthe nature and structure of the transaction, including the level of beneficial
ownership interest and the nature of any information or governance rights involved. For example, investments that result in control
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.
36
****
Our
Sponsor owns an aggregate of 5,518,000 ordinary shares, or 17.62% of our issued and outstanding ordinary shares. Our Sponsor is exclusively
controlled for CFIUS purposes by Eli Baker, Harry E.Sloan and Jeff Sagansky, who are US citizens, and thus we do
not believe that our Sponsor is a foreign person as defined in the CFIUS regulations. However, it is possible that non-U.S.persons
could be involved in our initial business combination (e.g., as existing shareholders of a target company or as PIPE investors), which
may increase the risk that our initial business combination becomes subject to regulatory review, including review by CFIUS.As
such, an initial business combination with a U.S.business or foreign business with U.S.subsidiaries that we may wish to pursue
may be subject to CFIUS review. If a particular proposed initial business combination with a U.S.business falls within CFIUSs
jurisdiction, we may determine that we are required to make a mandatory filing or that we will submit to CFIUS review on a voluntary
basis, or to proceed with the transaction without submitting to CFIUS and risk CFIUS intervention, before or after closing the transaction.
CFIUS may decide to block or delay our proposed initial business combination, impose conditions with respect to such initial business
combination or request the President of the UnitedStates to order us to divest all or a portion of the U.S.target business
of our initial business combination that we acquired without first obtaining CFIUS approval, which may limit the attractiveness of, delay
or prevent us from pursuing certain target companies that we believe would otherwise be beneficial to us and our shareholders. As a result,
the pool of potential targets with which we could complete an initial business combination may be limited and we may be adversely affected
in terms of competing with other special purpose acquisition companies which do not have any foreign ownership issues. In addition, certain
federally licensed businesses may be subject to rules or regulations that limit foreign ownership.
The
process of government review, whether by CFIUS or otherwise, could be lengthy. Because we have only a limited time to complete our initial
business combination, our failure to obtain any required approvals within the requisite time period may require us to abandon our initial
business combination. If we are unable to consummate our initial business combination within the applicable time period required under
our amended and restated memorandum and articles of association, including as a result of extended regulatory review of a potential initial
business combination, we will, as promptly as reasonably possible but not more than tenbusiness days thereafter, redeem the public
shares for a pro rata portion of the funds held in the Trust Account, subject to our obligations under Cayman Islands law to provide
for claims of creditors and the requirements of other applicable law. In such event, our shareholders will miss the opportunity to benefit
from an investment in a target company and the appreciation in value of such investment.
****
**Because
we must furnish our shareholders with target business financial statements, we may lose the ability to complete an otherwise advantageous
initial business combination with some prospective target businesses.**
The
federal proxy rules require that the proxy statement with respect to the vote on an initial business combination include historical and
pro forma financial statement disclosure. We will include the same financial statement disclosure in connection with our tender offer
documents, whether or not they are required under the tender offer rules. These financial statements may be required to be prepared in
accordance with, or be reconciled to, GAAP or IFRS depending on the circumstances and the historical financial statements may be required
to be audited in accordance with the standards of the PCAOB. These financial statement requirements may limit the pool of potential target
businesses we may acquire because some targets may be unable to provide such financial statements in time for us to disclose such statements
in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame.
****
**Compliance
obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate our initial business combination, require substantial
financial and management resources, and increase the time and costs of completing an initial business combination.**
Section
404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with our Annual Report
on Form10-K for the year ending December31, 2025. Only in the event we are deemed to be a large accelerated filer or an accelerated
filer, and no longer qualify as an emerging growth company, will we be required to comply with the independent registered public accounting
firm attestation requirement on our internal control over financial reporting. Further, for as long as we remain an emerging growth company,
we will not be required to comply with the independent registered public accounting firm attestation requirement on our internal control
over financial reporting. The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act
particularly burdensome on us as compared to other public companies because a target business with which we seek to complete our initial
business combination may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls.
The development of the internal control of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and
costs necessary to complete any such business combination.
****
**Our
search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially
adversely affected by events that are outside of our control, such as increased geopolitical unrest, pandemic outbreaks (such as COVID-19)
and volatility in the debt and equity markets.**
On
February 24, 2022, Russian military forces launched a military action in Ukraine, and sustained conflict and disruption in the region
is ongoing. In addition, on October 7, 2023, Hamas launched a terrorist attack in Israel that has resulted in a significant action by
the Israeli military in Gaza. This has been accompanied by additional terrorist activities that have, among other things, disrupted shipping
in the Red Sea. Although the length, impact and outcome of these ongoing military conflicts is highly unpredictable, these conflicts
could lead to significant market and other disruptions, including significant volatility in the commodity prices and supple of energy
resources, instability in financial markets, supply chain interruptions, political and social instability, changes in consumer or purchaser
preferences as well as increase in cyberattacks and espionage.
37
****
The
situation is rapidly evolving as a result of these conflicts. The United States, the European Union, the United Kingdom and other countries
may implement additional sanctions, export controls or other measures against Russia, Belarus and other countries, regions, officials,
individuals or industries in the respective territories. Additionally, the evolving conflicts may expand to other countries and markets.
Such sanctions and other measures, as well as the potential for expanded military activities, could adversely affect the global economy
and financial markets and could adversely affect our ability to search for a business combination or finance such business combination,
and the business, financial condition and results of operations of any target business with which we ultimately consummate a business
combination may be materially adversely affected.
Similarly
other events outside of our control, including natural disasters, climate-related events, pandemics or health crises (such as the COVID-19
pandemic) may arise from time to time, and such events may cause significant volatility and declines in the global markets, disproportionate
impacts to certain industries or sectors, disruptions to commerce (including to economic activity, travel and supply chain), loss of
life or property damage, and may adversely affect the global economy or capital markets, and the business of any potential target business
with which we may consummate a business combination and could be materially adversely affected. In addition, our ability to consummate
a transaction may be dependent on the ability to raise equity or debt financing which may be impacted by these and other events, including
as a result of increased market volatility, decreased market liquidity and third-party financing being unavailable on terms acceptable
or at all.
**Changes
in international trade policies, tariffs and treaties affecting imports and exports may have a material adverse effect on our search
for an initial Business Combination target, our ability to complete an initial Business Combination, and/or our business, financial condition
and results of operations following completion of an initial Business Combination.**
There
have recently been significant changes to international trade policies and tariffs affecting imports and exports. The U.S. has implemented
a range of new tariffs and increases to existing tariffs, and, in response to the tariffs announced by the U.S., other countries have
imposed new or increased tariffs on certain exports from the United States. There is currently significant uncertainty about the future
relationship between the United States and other countries with respect to trade policies, government regulations and tariffs. We cannot
predict whether, and to what extent, current tariffs will continue or trade policies will change in the future. Any significant increases
in tariffs on goods or materials or other changes in trade policy, or the perception that such changes could occur, could negatively
affect our search for a Business Combination target and/or our ability to complete our initial Business Combination. For example, if
we pursue a target company which sources or manufactures material components outside of the U.S., these changes could materially impact
such target companys business and financial performance. Similarly, if we pursue a target company which exports products outside of
the U.S., retaliatory tariff and trade measures imposed by other countries could affect such targets ability to export products and
therefore adversely affect its sales. We may not be able to adequately address the risks presented by these tariffs or other potential
trade policy changes. As a result, we may deem it costly, impractical or risky to complete an initial Business Combination with a particular
target or with a target in a particular industry or from a particular country. Consequently, the pool of potential target companies may
be reduced, which could impair our ability to identify a suitable target and to complete an initial Business Combination. The business
prospects of a particular target for a Business Combination could change even after we enter into a business combination agreement, as
a result of tariffs or the threat of tariffs that may have a material impact on that targets business. Accordingly, changes in trade
and tariff policies could prevent or make it difficult or more expensive for us to complete an initial Business Combination. Tariffs
and threats of tariffs and other potential trade policy changes could also lead to material adverse effects on a post-Business Combination
company.
****
**Risks
Relating to The Post-Business Combination Company**
****
**Subsequent
to our completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment
or other charges that could have a significant negative effect on our financial condition, results of operations and the price of our
securities, which could cause you to lose some or all of your investment.**
Even
if we conduct due diligence on a target business with which we combine, we cannot assure you that this diligence will identify all material
issues that may be present within a particular target business, that it would be possible to uncover all material issues through a customary
amount of due diligence, or that factors outside of the target business and outside of our control will not later arise. As a result
of these factors, we may be forced to later write-down or write-off assets, restructure our operations, or incur impairment or other
charges that could result in our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected risks
may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these
charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could
contribute to negative market perceptions about us or our securities. In addition, charges of this nature may cause us to violate net
worth or other covenants to which we may be subject as a result of assuming pre-existing debt held by a target business or by virtue
of our obtaining debt financing to partially finance the initial business combination or thereafter. Accordingly, any holders who choose
to retain their securities following the business combination could suffer a reduction in the value of their securities. Such shareholders
are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the
breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring
a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the business
combination contained an actionable material misstatement or material omission.
38
****
**The
officers and directors of an acquisition candidate may resign upon completion of our initial business combination. The loss of a business
combination targets key personnel could negatively impact the operations and profitability of our post-combination business.**
The
role of an acquisition candidates key personnel upon the completion of our initial business combination cannot be ascertained
at this time. Although we contemplate that certain members of an acquisition candidates management team will remain associated
with the acquisition candidate following our initial business combination, it is possible that members of the management of an acquisition
candidate will not wish to remain in place.
****
**Our
management may not be able to maintain control of a target business after our initial business combination. We cannot provide assurance
that, upon loss of control of a target business, new management will possess the skills, qualifications or abilities necessary to profitably
operate such business.**
We
may structure our initial business combination so that the post-transaction company in which our public shareholders own shares will
own less than 100% of the equity interests or assets of a target business, but we will only complete such business combination if the
post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling
interest in the target sufficient for us not to be required to register as an investment company under the Investment Company Act. We
will not consider any transaction that does not meet such criteria. Even if the post-transaction company owns 50% or more of the voting
securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post business
combination company, depending on valuations ascribed to the target and us in the business combination. For example, we could pursue
a transaction in which we issue a substantial number of new ClassA ordinary shares in exchange for all of the outstanding capital
stock, shares or other equity interests of a target.
In
this case, we would acquire a 100% interest in the target. However, as a result of the issuance of a substantial number of new ClassA
ordinary shares, our shareholders immediately prior to such transaction could own less than a majority of our issued and outstanding
ClassA ordinary shares subsequent to such transaction. In addition, other minority shareholders may subsequently combine their
holdings resulting in a single person or group obtaining a larger share of the companys shares than we initially acquired. Accordingly,
this may make it more likely that our management will not be able to maintain control of the target business.
****
**We
may have a limited ability to assess the management of a prospective target business and, as a result, may effect our initial business
combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company.**
When
evaluating the desirability of effecting our initial business combination with a prospective target business, our ability to assess the
target businesss management may be limited due to a lack of time, resources or information. Our assessment of the capabilities
of the target businesss management, therefore, may prove to be incorrect and such management may lack the skills, qualifications
or abilities we suspected. Should the target businesss management not possess the skills, qualifications or abilities necessary
to manage a public company, the operations and profitability of the post-combination business may be negatively impacted. Accordingly,
any shareholders who choose to remain shareholders following the business combination could suffer a reduction in the value of their
shares. Such shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the
reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able
to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating
to the business combination contained an actionable material misstatement or material omission.
****
**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.
39
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.
****
**Risks
Relating to Acquiring and Operating A Business in Foreign Countries**
****
**If
we effect our initial business combination with a company located outside of the UnitedStates, we would be subject to a variety
of additional risks that may adversely affect us.**
If
we pursue a target company with operations or opportunities outside of the UnitedStates for our initial business combination, we
may face additional burdens in connection with investigating, agreeing to and completing such initial business combination, and if we
effect such initial business combination, we would be subject to a variety of additional risks that may negatively impact our operations.
If
we pursue a target a company with operations or opportunities outside of the UnitedStates for our initial business combination,
we would be subject to risks associated with cross-border business combinations, including in connection with investigating, agreeing
to and completing our initial business combination, conducting due diligence in a foreign jurisdiction, having such transaction approved
by any local governments, regulators or agencies and changes in the purchase price based on fluctuations in foreign exchange rates.
If
we effect our initial business combination with such a company, we would be subject to any special considerations or risks associated
with companies operating in an international setting, including any of the following:
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costs and difficulties
inherent in managing cross-border business operations; | |
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rules and regulations regarding
currency redemption; | |
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complex corporate withholding
taxes on individuals; | |
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laws governing the manner
in which future business combinations may be effected; | |
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exchange listing and/or
delisting requirements; | |
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tariffs and trade barriers; | |
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regulations related to
customs and import/export matters; | |
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local or regional economic
policies and market conditions; | |
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unexpected changes in regulatory
requirements; | |
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challenges in managing
and staffing international operations; | |
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longer payment cycles; | |
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tax issues, such as tax
law changes and variations in tax laws as compared to the UnitedStates; | |
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currency fluctuations and
exchange controls; | |
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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; | |
40
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underdeveloped or unpredictable
legal or regulatory systems; | |
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corruption; | |
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protection of intellectual
property; | |
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social unrest, crime, strikes,
riots and civil disturbances; | |
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regime changes and political
upheaval; | |
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terrorist attacks, natural
disasters, widespread health emergencies and wars; and | |
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deterioration of political
relations with the UnitedStates. | |
We
may not be able to adequately address these additional risks. If we were unable to do so, we may be unable to complete such initial business
combination, or, if we complete such initial business combination, our operations might suffer, either of which may adversely impact
our business, financial condition and results of operations.
****
**We
may reincorporate in another jurisdiction, which may result in taxes imposed on shareholders or holders of Eagle Share Rights.**
We
may, in connection with our initial business combination or otherwise and, to the extent applicable, subject to requisite shareholder
approval by special resolution under the Companies Act (with respect to which only holders of ClassB ordinary shares will be entitled
to vote), reincorporate in the jurisdiction in which the target company or business is located or in another jurisdiction. The transaction
may require a shareholder or holder of Eagle Share Rights to recognize taxable income in the jurisdiction in which the shareholder or
holder of Eagle Share Rights is a tax resident or in which its members are resident if it is a tax transparent entity. We do not intend
to make any cash distributions to shareholders or holder of Eagle Share Rights to pay such taxes. Shareholders or holder of Eagle Share
Rights may be subject to withholding taxes or other taxes with respect to their ownership of our ClassA ordinary shares or Eagle
Share Rights after the reincorporation.
****
**We
may reincorporate in another jurisdiction in connection with our initial business combination, and the laws of such jurisdiction may
govern some or all of our future material agreements and we may not be able to enforce our legal rights.**
In
connection with our initial business combination, we may relocate the home jurisdiction of our business from the Cayman Islands to another
jurisdiction. If we determine to do this, the laws of such jurisdiction may govern some or all of our future material agreements. The
system of laws and the enforcement of existing laws in such jurisdiction may not be as certain in implementation and interpretation as
in the UnitedStates. The inability to enforce or obtain a remedy under any of our future agreements could result in a significant
loss of business, business opportunities or capital.
****
**We
are subject to changing law and regulations regarding regulatory matters, corporate governance and public disclosure that have increased
both our costs and the risk of non-compliance.**
We
are subject to rules and regulations by various governing bodies, including, for example, the SEC, which are charged with the protection
of investors and the oversight of companies whose securities are publicly traded, and to new and evolving regulatory measures under applicable
law. Our efforts to comply with new and changing laws and regulations have resulted in and are likely to continue to result in, increased
general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance
activities.
Moreover,
because these laws, regulations and standards are subject to varying interpretations, their application in practice may evolve over time
as new guidance becomes available. This evolution may result in continuing uncertainty regarding compliance matters and additional costs
necessitated by ongoing revisions to our disclosure and governance practices. If we fail to address and comply with these regulations
and any subsequent changes, we may be subject to penalty and our business may be harmed.
****
**If
our management following our initial business combination is unfamiliar with UnitedStates securities laws, they may have to expend
time and resources becoming familiar with such laws, which could lead to various regulatory issues.**
Following
our initial business combination, our management may resign from their positions as officers or directors of the company and the management
of the target business at the time of the business combination will remain in place. Management of the target business may not be familiar
with UnitedStates securities laws. If new management is unfamiliar with UnitedStates securities laws, they may have to expend
time and resources becoming familiar with such laws. This could be expensive and time-consuming and could lead to various regulatory
issues which may adversely affect our operations.
41
****
**Exchange
rate fluctuations and currency policies may cause a target business ability to succeed in the international markets to be diminished.**
In
the event we acquire a non-U.S.target, all revenues and income would likely be received in a foreign currency, and the dollar equivalent
of our net assets and distributions, if any, could be adversely affected by reductions in the value of the local currency. The value
of the currencies in our target regions fluctuate and are affected by, among other things, changes in political and economic conditions.
Any change in the relative value of such currency against our reporting currency may affect the attractiveness of any target business
or, following consummation of our initial business combination, our financial condition and results of operations. Additionally, if a
currency appreciates in value against the dollar prior to the consummation of our initial business combination, the cost of a target
business as measured in dollars will increase, which may make it less likely that we are able to consummate such transaction.
****
**After
our initial business combination, substantially all of our assets may be located in a foreign country and substantially all of our revenue
will be derived from our operations in such country. Accordingly, our results of operations and prospects will be subject, to a significant
extent, to the economic, political and legal policies, developments and conditions in the country in which we operate.**
The
economic, political and social conditions, as well as government policies, of the country in which our operations are located could affect
our business. Economic growth could be uneven, both geographically and among various sectors of the economy and such growth may not be
sustained in the future. If in the future such countrys economy experiences a downturn or grows at a slower rate than expected,
there may be less demand for spending in certain industries. A decrease in demand for spending in certain industries could materially
and adversely affect our ability to find an attractive target business with which to consummate our initial business combination and
if we effect our initial business combination, the ability of that target business to become profitable.
****
**Risks
Relating to Our Management Team**
****
**We
are dependent upon our officers and directors and their loss, or a reduction in the amount of time they can dedicate to our initial business
combination, could adversely affect our ability to operate.**
Our
operations are dependent upon a relatively small group of individuals and, in particular, our officers and directors. We believe that
our success depends on the continued service of our officers and directors, at least until we have completed our initial business combination.
In addition, our officers and directors are not required to commit any specified amount of time to our affairs and, accordingly, will
have conflicts of interest in allocating their time among various business activities, including identifying potential business combinations
and monitoring the related due diligence. We do not have an employment agreement with, or key-man insurance on the life of, any of our
directors or officers. The unexpected loss of the services of one or more of our directors or officers could have a detrimental effect
on us.
****
**Our
ability to successfully effect our initial business combination and to be successful thereafter will be dependent upon the efforts of
our key personnel, some of whom may join us following our initial business combination. The loss of key personnel could negatively impact
the operations and profitability of our post-combination business.**
Our
ability to successfully effect our initial business combination is dependent upon the efforts of our key personnel. The role of our key
personnel in the target business, however, cannot presently be ascertained. Although some of our key personnel may remain with the target
business in senior management or advisory positions following our initial business combination, it is likely that some or all of the
management of the target business will remain in place. While we intend to closely scrutinize any individuals we engage after our initial
business combination, we cannot assure you that our assessment of these individuals will prove to be correct. These individuals may be
unfamiliar with the requirements of operating a company regulated by the SEC, which could cause us to have to expend time and resources
helping them become familiar with such requirements.
****
**Our
key personnel may negotiate employment or consulting agreements with a target business in connection with a particular business combination,
and a particular business combination may be conditioned on the retention or resignation of such key personnel. These agreements may
provide for them to receive compensation following our initial business combination and as a result, may cause them to have conflicts
of interest in determining whether a particular business combination is the most advantageous.**
Our
key personnel may be able to remain with our company after the completion of our initial business combination only if they are able to
negotiate employment or consulting agreements in connection with the business combination. Such negotiations would take place simultaneously
with the negotiation of the business combination and could provide for such individuals to receive compensation in the form of cash payments
and/or our securities for services they would render to us after the completion of the business combination. Such negotiations also could
make such key personnels retention or resignation a condition to any such agreement. The personal and financial interests of such
individuals may influence their motivation in identifying and selecting a target business, subject to their fiduciary duties under Cayman
Islands law.
42
****
**Our
officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to
how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial
business combination.**
Our
officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest
in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend
to have any full-time employees prior to the completion of our initial business combination. Each of our officers is engaged in other
business endeavors for which he may be entitled to substantial compensation, and our officers are not obligated to contribute any specific
number ofhours per week to our affairs. Our independent directors also serve as officers and board members for other entities.
If our officers and directors other business affairs require them to devote substantial amounts of time to such affairs
in excess of their current commitment levels, it could limit their ability to devote time to our affairs which may have a negative impact
on our ability to complete our initial business combination.
****
**Our
officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other
entities, including other blank check companies, and, accordingly, may have conflicts of interest in allocating their time and in determining
to which entity a particular business opportunity should be presented.**
Until
we consummate our initial business combination, we intend to engage in the business of identifying and combining with one or more businesses.
Our Sponsor, its managing members, and our officers and directors are, or may in the future become, affiliated with entities (such as
operating companies or investment vehicles) that are engaged in a similar business. We do not have employment contracts with our officers
and directors that will limit their ability to work at other businesses. Each of our officers and directors presently has, and any of
them in the future may have, additional fiduciary or contractual obligations to other entities pursuant to which such officer or director
is or will be required to present a business combination opportunity to such entities. Accordingly, they may have conflicts of interest
in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in our favor
and a potential target business may be presented to such other blank check companies prior to its presentation to us, subject to their
fiduciary duties under Cayman Islands law. Our amended and restated memorandum and articles of association provide that, to the fullest
extent permitted by applicable law: (i)no individual serving as a director or an officer shall have any duty, except and to the
extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines
of business as us; and (ii)we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any
potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other.
In
addition, our Sponsor and our officers and directors may sponsor or form other special purpose acquisition companies with acquisition
objectives that are similar to ours or may pursue other business or investment ventures during the period in which we are seeking an
initial business combination. Any such companies, businesses or investments may present additional conflicts of interest in pursuing
an initial business combination. However, because the other entities to which our officers and directors currently owe fiduciary duties
or contractual obligations are not themselves in the business of engaging in business combinations, and because we expect that our company
will generally have priority over any other special purpose acquisition companies subsequently formed by our Sponsor, officers or directors
with respect to acquisition opportunities until we complete our initial business combination or enter into a contractual agreement that
would restrict our ability to engage in material discussions regarding a potential initial business combination, we do not believe that
any such potential conflicts would materially affect our ability to complete our initial business combination.
****
**Our
officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our
interests.**
We
have not adopted a policy that expressly prohibits our directors, officers, security holders or affiliates from having a direct or indirect
pecuniary or financial interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party or
have an interest. In fact, we may enter into a business combination with a target business that is affiliated with our Sponsor, our directors
or officers, although we do not intend to do so. Nor do we have a policy that expressly prohibits any such persons from engaging for
their own account in business activities of the types conducted by us. Accordingly, such persons or entities may have a conflict between
their interests and ours.
The
personal and financial interests of our directors and officers may influence their motivation in timely identifying and selecting a target
business and completing a business combination. Consequently, our directors and officers discretion in identifying and
selecting a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of
a particular business combination are appropriate and in our shareholders best interest. If this were the case, it would be a
breach of their fiduciary duties to us as a matter of Cayman Islands law and we or our shareholders might have a claim against such individuals
for infringing on our shareholders rights.
43
**
**We
may not have sufficient funds to satisfy indemnification claims of our directors and officers.**
We
have agreed to indemnify our officers and directors to the fullest extent permitted by law. However, our officers and directors have
agreed to waive any right, title, interest or claim of any kind in or to any monies in the Trust Account and to not seek recourse against
the Trust Account for any reason whatsoever (except to the extent they are entitled to funds from the Trust Account due to their ownership
of public shares). Accordingly, any indemnification provided will be able to be satisfied by us only if (i)we have sufficient funds
outside of the Trust Account or (ii)we consummate an initial business combination. Our obligation to indemnify our officers and
directors may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These
provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though
such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholders investment may be
adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these
indemnification provisions.
****
**Members
of our management team and board of directors have significant experience as board members, officers or executives of other companies.
As a result, certain of those persons have been, may be, or may become, involved in proceedings, investigations and litigation relating
to the business affairs of the companies with which they were, are, or may in the future be, affiliated. This may have an adverse effect
on us, which may impede our ability to consummate an initial business combination.**
During
the course of their careers, members of our management team and board of directors have had significant experience as board members,
officers or executives of other companies. As a result of their involvement and positions in these companies, certain persons were, are
now, or may in the future become, involved in litigation, investigations or other proceedings relating to the business affairs of such
companies or transactions entered into by such companies. Any such litigation, investigations or other proceedings may divert our management
teams and boards attention and resources away from identifying and selecting a target business or businesses for our initial
business combination and may negatively affect our reputation, which may impede our ability to complete an initial business combination.
****
**Members
of our management team and affiliated companies may have been, and may in the future be, involved in civil disputes or governmental investigations
unrelated to our business.**
Members
of our management team have been (and intend to be) involved in a wide variety of businesses. Such involvement has, and may lead to,
media coverage and public awareness. As a result, members of our management team and affiliated companies may have been, and may in the
future be, involved in civil disputes or governmental investigations unrelated to our business. Any such claims or investigations may
be detrimental to our reputation and could negatively affect our ability to identify and complete an initial business combination and
may have an adverse effect on the price of our securities.
****
**Our
letter agreement with our Sponsor, officers and directors may be amended without shareholder approval.**
Our
letter agreement with our Sponsor, officers and directors contain provisions relating to transfer restrictions of our Founder Shares
and Private Placement Shares, indemnification of the Trust Account, waiver of redemption rights participation in liquidating distributions
from the Trust Account and restructuring of the Founder Shares in connection with a business combination with a combined company that
has a pro forma equity value of $3 billion or greater. The letter agreement may be amended without shareholder approval (although releasing
the parties from the restriction not to transfer the Founder Shares for 185days following the date of the Initial Public Offering
registration statement will require the prior written consent of the underwriters). While we do not expect our board to approve any amendment
to the letter agreement prior to our initial business combination, it may be possible that our board, in exercising its business judgment
and subject to its fiduciary duties, chooses to approve one or more amendments to the letter agreement. Any such amendments to the letter
agreement would not require approval from our shareholders and may have an adverse effect on the value of an investment in our securities.
****
**We
may approve an amendment or waiver of the letter agreement that would allow our Sponsor to directly, or members of our Sponsor to indirectly,
transfer Founder Shares and Private Placement Shares 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 Shares or membership interests in our
Sponsor in a transaction in which the Sponsor removes itself as our Sponsor before identifying a business combination. As a result, there
is a risk that our Sponsor and our officers and directors may divest their ownership or economic interests in us or in our Sponsor, which
would likely result in our loss of certain key personnel, including Harry E. Sloan, Eli Baker, Jeff Sagansky and Ryan OConnor.
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.
44
****
**Risks
Relating to Our Securities**
****
**You
will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. Therefore, to liquidate
your investment, you may be forced to sell your public shares or Eagle Share Rights, potentially at a loss.**
Our
public shareholders will be entitled to receive funds from the Trust Account only upon the earliest to occur of: (i)our completion
of an initial business combination, and then only in connection with those ClassA ordinary shares that such shareholder properly
elected to redeem, subject to the limitations and on the conditions described herein, (ii)the redemption of any public shares properly
submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A)to
modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem
100% of our public shares if we do not complete our initial business combination within the completion window or (B)with respect
to any other material provisions relating to shareholders rights or pre-initial business combination activity, and (iii)the
redemption of our public shares if we are unable to complete an initial business combination within the completion window, subject to
applicable law and as further described herein. In no other circumstances will a public shareholder have any right or interest of any
kind in the Trust Account. There are no redemption rights with respect to the Eagle Share Rights. Accordingly, to liquidate your investment,
you may be forced to sell your public shares or Eagle Share Rights, potentially at a loss.
****
**Nasdaq
may delist our securities from trading on its exchange, which could limit investors ability to make transactions in our securities
and subject us to additional trading restrictions.**
Our
Units, Class A ordinary shares and Eagle Share Rights are listed on Nasdaq. We cannot assure you that our securities will continue to
be, listed on Nasdaq in the future or prior to our initial business combination. In order to continue listing our securities on Nasdaq
prior to our initial business combination, we must maintain certain financial, distribution and share price levels. Generally, we must
maintain a minimum market value of our listed securities of $50,000,000 and a minimum number of holders of our securities (300 public
holders). Additionally, in connection with our initial business combination, we will be required to demonstrate compliance with Nasdaqs
initial listing requirements, which are more rigorous than Nasdaqs continued listing requirements, in order to continue to maintain
the listing of our securities on Nasdaq. For instance, unless we decide to list on a different Nasdaq tier such as the Nasdaq Capital
Market which has different initial listing requirements, our share price would generally be required to be at least $4.00 per share,
the market value of our listed securities would be required to be at least $75,000,000, the market value of our unrestricted publicly
held shares would be required to be at least $20,000,000 and we would be required to have a minimum of 400 round lot holders of our securities,
with at least 50% of such round lot holders holding securities with a market value of at least $2,500. We cannot assure you that we will
be able to meet those initial listing requirements at that time.
If
Nasdaq delists our securities from trading on its exchange and we are not able to list our securities on another national securities
exchange, we expect our securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material
adverse consequences, including:
| 
| 
| 
a limited availability
of market quotations for our securities; | |
| 
| 
| 
reduced liquidity for our
securities; | |
| 
| 
| 
a determination that our
ClassA ordinary shares are a penny stock which will require brokers trading in our ClassA ordinary shares
to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for
our securities; | |
| 
| 
| 
a limited amount of news
and analyst coverage; and | |
| 
| 
| 
a decreased ability to
issue additional securities or obtain additional financing in the future. | |
The
National Securities Markets Improvement Actof1996, which is a federal statute, prevents or preempts the states from regulating
the sale of certain securities, which are referred to as covered securities. Because our Class A ordinary shares and Eagle
Share Rights are listed on Nasdaq, our Units, ClassA ordinary shares and Eagle Share Rights qualify as covered securities under
the statute. Although the states are preempted from regulating the sale of our securities, the federal statute does allow the states
to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate
or bar the sale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or
restrict the sale of securities issued by blank check companies, other than the State of Idaho, certain state securities regulators view
blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank
check companies in their states. Further, if we were no longer listed on Nasdaq, our securities would not qualify as covered securities
under the statute and we would be subject to regulation in each state in which we offer our securities.
45
**The
nominal purchase price paid by our Sponsor for the Founder Shares may significantly dilute the implied value of your public shares in
the event we consummate an initial business combination, and our Sponsor is likely to make a substantial profit on its investment in
us in the event we consummate an initial business combination, even if the business combination causes the trading price of our ordinary
shares to materially decline.**
While
we offered our Units at an offering price of $10.00 per Unit and the amount in our Trust Account was initially $10.00 per public share,
implying an initial value of $10.00 per public share, our Sponsor paid only a nominal aggregate purchase price of $25,000 for the Founder
Shares, or approximately $0.01 per share. As a result, the value of your public shares may be significantly diluted in the event we consummate
an initial business combination. For example, the following table shows the public shareholders and Sponsors investment
per share and how that compares to the implied value of one of our shares upon the consummation of our initial business combination if
at that time we were valued at $258,000,000, which is the amount we would have for our initial business combination in the Trust Account
assuming no interest is earned on the funds held in the Trust Account and no public shares are redeemed in connection with our initial
business combination. At such valuation, each of our ordinary shares would have an implied value of $8.24 per share, which is a 17.6%
decrease as compared to the initial implied value per public share of $10.00.
| 
Public shares | | 
| 25,800,000 | | |
| 
Founder Shares | | 
| 5,160,000 | | |
| 
Private Placement Shares | | 
| 358,000 | | |
| 
Total Shares | | 
| 31,318,000 | | |
| 
Total funds in trust available for initial business combination(1) | | 
$ | 258,000,000 | | |
| 
Implied value per share(1)(2) | | 
$ | 8.24 | | |
| 
Public shareholders investment per share(3) | | 
$ | 10.00 | | |
| 
Sponsors investment per share(4) | | 
$ | 0.65 | | |
| 
(1) | 
Does not take into account
other potential impacts on our valuation at the time of the business combination, such as the trading price of our public shares,
the terms of the business combination transaction (including any equity issued to or retained by, or cash or other consideration
paid to, the targets shareholder or other third parties), the business combination transaction costs (including payment of
$9,030,000 of deferred underwriting commissions), or the targets business itself, including its assets, liabilities, management
and prospects. For instance, the potential dilution experienced by holders of our ordinary shares may be mitigated if the business
combination agreement is structured such that the potential dilutive impact of the Founder Shares is borne by all shareholders in
the pro forma company. | |
| 
(2) | 
Note that redemptions of
our public shares in connection with our initial business combination would further reduce the implied value of our ordinary shares.
For instance, in this example, if 50% of the public shares were redeemed in connection with our initial business combination, the
implied value per ordinary share would be $7.00. | |
| 
(3) | 
While the public shareholders
investment is in both the public shares and the Eagle Share Rights, for purposes of this table the full investment amount is ascribed
to the public shares only. | |
| 
(4) | 
The Sponsors total
investment in the equity of the company, inclusive of the Founder Shares and the Sponsors $3,580,000 investment in the Private
Placement Shares, is $3,605,000. | |
While
the implied value of our public shares may be diluted, the implied value of $8.24 per share in the example above would represent a significant
implied profit for our Sponsor relative to the initial purchase price of the Founder Shares. Our Sponsor has committed to invest an aggregate
of $3,605,000 in us in connection with the Initial Public Offering, comprised of the $25,000 purchase price for the Founder Shares and
the $3,580,000 purchase price for the Private Placement Shares. At $8.24 per share, the 5,160,000 Founder Shares would have an aggregate
implied value of $42,518,400. As a result, even if the trading price of our ordinary shares significantly declines (whether because of
a substantial amount of redemptions of our public shares or for any other reason), our Sponsor will stand to make significant profit
on its investment in us. In addition, our Sponsor could potentially recoup its entire investment in us even if the trading price of our
ordinary shares were as low as $0.70 per share and even if the Private Placement Shares are worthless. As a result, our Sponsor is likely
to make a substantial profit on its investment in us even if we select and consummate an initial business combination that causes the
trading price of our ordinary shares to decline, while our public shareholders who purchased their Units in the Initial Public Offering
could lose significant value in their public shares. Our Sponsor may therefore be economically incentivized to consummate an initial
business combination with a riskier, weaker-performing or less-established target business than would be the case if our Sponsor had
paid the same per share price for the Founder Shares as our public shareholders paid for their public shares.
46
****
**Because
we are incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to
protect your rights through the U.S.Federal courts may be limited.**
We
are an exempted company incorporated under the laws of the Cayman Islands. As a result, it may be difficult for investors to effect service
of process within the UnitedStates upon our directors or officers, or enforce judgments obtained in the UnitedStates courts
against our directors or officers.
Our
corporate affairs will be governed by our amended and restated memorandum and articles of association, the Companies Act (as the same
may be supplemented or amended from time to time) and the common law of the Cayman Islands. We will also be subject to the federal securities
laws of the UnitedStates. The rights of shareholders to take action against the directors, actions by minority shareholders and
the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the
Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands
as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the
Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are different
from what they would be under statutes or judicial precedent in some jurisdictions in the UnitedStates. In particular, the Cayman
Islands has a different body of securities laws as compared to the UnitedStates, and certain states, such as Delaware, may have
more fully developed and judicially interpreted bodies of corporate law. In addition, Cayman Islands companies may not have standing
to initiate a shareholders derivative action in a Federal court of the UnitedStates.
We
have been advised by Maples and Calder (Cayman) LLP, our Cayman Islands legal counsel, that the courts of the Cayman Islands are unlikely
(i)to recognize or enforce against us judgments of courts of the UnitedStates predicated upon the civil liability provisions
of the federal securities laws of the UnitedStates or any state; and (ii)in original actions brought in the Cayman Islands,
to impose liabilities against us predicated upon the civil liability provisions of the federal securities laws of the UnitedStates
or any state, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no
statutory enforcement in the Cayman Islands of judgments obtained in the UnitedStates, the courts of the Cayman Islands will recognize
and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle
that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been
given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and
conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment
in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which
is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to
be contrary to public policy). A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.
As
a result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken
by management, members of the board of directors or controlling shareholders than they would as public shareholders of a UnitedStates
company.
****
**After
our initial business combination, it is possible that a majority of our directors and officers will live outside the UnitedStates
and all of our assets will be located outside the UnitedStates; therefore, investors may not be able to enforce federal securities
laws or their other legal rights.**
It
is possible that after our initial business combination, a majority of our directors and officers will reside outside of the UnitedStates
and all of our assets will be located outside of the UnitedStates. As a result, it may be difficult, or in some cases not possible,
for investors in the UnitedStates to enforce their legal rights, to effect service of process upon all of our directors or officers
or to enforce judgments of UnitedStates courts predicated upon civil liabilities and criminal penalties on our directors and officers
under UnitedStates laws.
47
**
**Our
Eagle Share Rights agreement will designate the courts of the State of New York or the United States District Court for the Southern
District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of
our Eagle Share Rights, which could limit the ability of Eagle Share Rights holders to obtain a favorable judicial forum for disputes
with our company.**
Our
Eagle Share Rights 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 Eagle Share Rights agreement, will be brought and enforced in the courts of the State of New York or the
United States District Court for the Southern District of New York, and (ii) that we irrevocably submit to such jurisdiction, which jurisdiction
shall be the exclusive forum for any such action, proceeding or claim. We will waive any objection to such exclusive jurisdiction and
that such courts represent an inconvenient forum.
Notwithstanding
the foregoing, these provisions of the Eagle Share Rights agreement will not apply to suits brought to enforce any liability or duty
created by the Securities Act or the Exchange Act or any other claim for which the federal district courts of the United States of America
are the sole and exclusive forum. We note that there is uncertainty as to whether a court would enforce such provisions, and that investors
cannot waive compliance with the federal securities laws and the rules and regulations thereunder. The Securities Act creates concurrent
jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the
rules and regulations thereunder.
Any
person or entity purchasing or otherwise acquiring any interest in any of our Eagle Share Rights shall be deemed to have notice of and
to have consented to the forum provisions in our Eagle Share Rights agreement. If any action, the subject matter of which is within the
scope the forum provisions of the Eagle Share Rights agreement, is filed in a court other than a court of the State of New York or the
United States District Court for the Southern District of New York (a foreign action) in the name of any holder of our
Eagle Share Rights, such holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located
in the State of New York in connection with any action brought in any such court to enforce the forum provisions (an enforcement
action), and (y) having service of process made upon such Eagle Share Rights holder in any such enforcement action by service
upon such Eagle Share Rights holders counsel in the foreign action as agent for such Eagle Share Rights holder.
This
choice-of-forum provision may limit an Eagle Share Rights holders ability to bring a claim in a judicial forum that it finds favorable
for disputes with our company, which may discourage such lawsuits. Alternatively, if a court were to find this provision of our Eagle
Share Rights 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 team.
****
**Provisions
in our amended and restated memorandum and articles of association may inhibit a takeover of us, which could limit the price investors
might be willing to pay in the future for our ClassA ordinary shares and could entrench management.**
Our
amended and restated memorandum and articles of association contain provisions that may discourage unsolicited takeover proposals that
shareholders may consider to be in their best interests. These provisions include a staggered board of directors and the ability of the
board of directors to designate the terms of and issue new series of preference shares, which may make the removal of management more
difficult and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.
****
**Our
initial business combination and our structure thereafter may not be tax-efficient to our shareholders. As a result of our business combination,
our tax obligations may be more complex, burdensome and uncertain.**
Although
we will attempt to structure our initial business combination in a tax-efficient manner, tax structuring considerations are complex,
the relevant facts and law are uncertain and may change, and we may prioritize commercial and other considerations over tax considerations.
For example, in connection with our initial business combination and subject to any requisite shareholder approval, we may structure
our business combination in a manner that requires shareholders to recognize gain or income for tax purposes, effect a business combination
with a target company in another jurisdiction or reincorporate in a different jurisdiction (including, but not limited to, the jurisdiction
in which the target company or business is located). We do not intend to make any cash distributions to shareholders to pay taxes in
connection with our business combination or thereafter. Accordingly, a shareholder may need to satisfy any liability resulting from our
initial business combination with cash from its own funds or by selling all or a portion of the shares received. In addition, shareholders
may also be subject to additional income, withholding or other taxes with respect to their ownership of us after our initial business
combination.
48
In
addition, we may effect a business combination with a target company that has business operations outside of the UnitedStates,
and possibly, business operations in multiple jurisdictions. If we effect such a business combination, we could be subject to significant
income, withholding and other tax obligations in a number of jurisdictions with respect to income, operations and subsidiaries related
to those jurisdictions. Due to the complexity of tax obligations and filings in other jurisdictions, we may have a heightened risk related
to audits or examinations by UnitedStates federal, state, local and non-UnitedStates taxing authorities. This additional
complexity and risk could have an adverse effect on our after-tax profitability and financial condition.
****
**The
grant of registration rights to our initial shareholders and holders of our Private Placement Shares 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 to be entered into concurrently with the issuance and sale of the securities in the Initial Public Offering, our initial
shareholders, the holders of our Private Placement Shares, and the holders of shares that may be issued upon conversion of working capital
loans and their permitted transferees can demand that we register the ClassA ordinary shares into which Founder Shares are convertible,
and any other securities of the company acquired by them prior to the consummation of our initial business combination. We will bear
the cost of registering these securities. The registration and availability of such a significant number of securities for trading in
the public market may have an adverse effect on the market price of our ClassA ordinary shares. In addition, the existence of the
registration rights may make our initial business combination more costly or difficult to conclude. This is because the shareholders
of the target business may increase the equity stake they seek in the combined entity or ask for more cash consideration to offset the
negative impact on the market price of our ClassA ordinary shares that is expected when the ordinary shares owned by our initial
shareholders, holders of our Private Placement Shares or holders of our working capital loans, or their respective permitted transferees
are registered.
****
**Holders
of ClassA ordinary shares will not be entitled to vote on the appointment of directors and certain other matters prior to our initial
business combination.**
As
holders of our ClassA ordinary shares, our public shareholders will not have the right to vote on the appointment of directors
until after the consummation of our initial business combination. In addition, prior to our initial business combination, holders of
a majority of our Founder Shares may remove a member of the board of directors for any reason. Accordingly, you may not have any say
in the management of our company prior to the consummation of an initial business combination. In addition, prior to the closing of our
initial business combination, only holders of ClassB ordinary shares will have the right to vote on continuing the company in a
jurisdiction outside of the Cayman Islands (including any special resolution required to amend the constitutional documents of the Company
or to adopt new constitutional documents of the Company, in each case, as a result of the Company approving a transfer by way of continuation
in a jurisdiction outside of the Cayman Islands).
****
**General
Risk Factors**
****
**We
are a recently incorporated company with no operating history and no revenues, and you have no basis on which to evaluate our ability
to achieve our business objective.**
We
are a recently incorporated company under the laws of the Cayman Islands. Because we lack an operating history, you have no basis upon
which to evaluate our ability to achieve our business objective of completing our initial business combination. We may be unable to complete
our initial business combination. If we fail to complete our initial business combination, we will never generate any operating revenues.
****
**Past
performance by our management team or their respective affiliates may not be indicative of future performance of an investment in us.**
Information
regarding performance by, or businesses associated with, our management team or businesses associated with them is presented for informational
purposes only. Past performance by our management team is not a guarantee either (i)of success with respect to any business combination
we may consummate or (ii)that we will be able to locate a suitable candidate for our initial business combination. You should not
rely on the historical record of the performance of our management teams or businesses associated with them as indicative of our
future performance of an investment in us or the returns we will, or is likely to, generate going forward.
****
**Cyber
incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss.**
We
depend on digital technologies, including information systems, infrastructure and cloud applications and services, including those of
third parties with which we may deal. Sophisticated and deliberate attacks on, or security breaches in, our systems or infrastructure,
or the systems or infrastructure of third parties or the cloud, could lead to corruption or misappropriation of our assets, proprietary
information and sensitive or confidential data. As an early stage company without significant investments in data security protection,
we may not be sufficiently protected against such occurrences. We may not have sufficient resources to adequately protect against, or
to investigate and remediate any vulnerability to, cyber incidents. It is possible that any of these occurrences, or a combination of
them, could have adverse consequences on our business and lead to financial loss.
49
****
**We
may be a passive foreign investment company, or PFIC, which could result in adverse UnitedStates federal income tax
consequences to U.S.investors.**
If
we are a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S.Holder (as defined in the
section of the Initial Public Offering registration statement captioned TaxationUnitedStates Federal
Income Tax ConsiderationsU.S.Holders) of our ClassA ordinary shares or Eagle Share Rights, the
U.S.Holder may be subject to adverse U.S.federal income tax consequences and may be subject to additional reporting requirements.
As described further in the section of the Initial Public Offering registration statement captioned TaxationUnitedStates
Federal Income Tax ConsiderationsU.S.HoldersPassive Foreign Investment Company Rules,
we believe is it likely that we will meet the PFIC test for our current taxable year and will not qualify for the so-called start-up
exception to the PFIC rules described further in the prospectus. However, our actual PFIC status for any taxable year, however,
will not be determinable until after the end of any taxable year. If we determine we are a PFIC for any taxable year, upon written request,
we will endeavor to provide to a U.S.Holder such information as the Internal Revenue Service may require, including a PFIC annual
information statement, in order to enable the U.S.Holder to make and maintain a qualified electing fund election,
but there can be no assurance that we will timely provide such required information, and such election would likely be unavailable with
respect to our Eagle Share Rights. We urge U.S.investors to consult their own tax advisors regarding the possible application of
the PFIC rules in general, and in particular to the Eagle Share Rights. For a more detailed explanation of the tax consequences of PFIC
classification to U.S.Holders, see the section of the Initial Public Offering registration statement captioned TaxationUnitedStates
Federal Income Tax ConsiderationsU.S.HoldersPassive Foreign Investment Company Rules.
****
**A
1% U.S.federal excise tax on stock buybacks could be imposed on redemptions of our stock if we were to become a covered
corporation in the future.**
The
Inflation Reduction Actof2022, among other things, generally imposes a 1% U.S.federal excise tax (the Excise
Tax) on certain repurchases of stock by covered corporations (which include publicly traded domestic (i.e., U.S.)
corporations and certain domestic subsidiaries of publicly traded foreign (i.e., non-U.S.) corporations). The Excise Tax is imposed on
the repurchasing corporation itself, not its stockholders from which the stock is repurchased. The amount of the Excise Tax is generally
1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the Excise
Tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value
of stock repurchases during the same taxable year. In addition, certain exceptions apply to the Excise Tax. The U.S.Department
of the Treasury (the Treasury) has authority to provide regulations and other guidance to carry out, and prevent the abuse
or avoidance of, the Excise Tax. On December27, 2022, the Treasury issued a notice that provides interim operating rules for the
Excise Tax, including rules governing the calculation and reporting of the Excise Tax. On April12, 2024, the Treasury issued proposed
regulations on which taxpayers may rely until final Treasury regulations addressing the Excise Tax are published, which generally adopt
(but in some respects expand or modify) the rules and guidance set forth in the earlier notice. Although such notice and proposed Treasury
regulations clarify certain aspects of the Excise Tax, the interpretation and operation of certain other aspects of the Excise Tax remain
unclear, and the applicable rules are subject to change in final Treasury regulations.
We
are currently not a covered corporation for purposes of the Excise Tax. If we were to become a covered corporation
in the future, whether in connection with the consummation of our initial business combination with a U.S.company (including if
we were to redomicile as a U.S.corporation in connection therewith) or otherwise, whether and to what extent we would be subject
to the Excise Tax on a redemption of our stock would depend on a number of factors, including (i)whether the redemption is treated
as a repurchase of stock for purposes of the Excise Tax, (ii)the fair market value of the redemption treated as a repurchase of
stock, (iii)the structure of our initial business combination, (iv)the nature and amount of any PIPE or other
equity issuances (whether in connection with our initial business combination or otherwise) issued within the same taxable year of a
redemption treated as a repurchase of stock and (v)the content of final regulations and other guidance from the Treasury. The imposition
of the Excise Tax on us as a result of redemptions by us could, however, reduce the amount of cash available to the target business in
connection with our initial business combination, which could cause investors in our securities who do not redeem or the other shareholders
of the combined company to economically bear the impact of such Excise Tax. However, we will not use the proceeds placed in the Trust
Account, or the interest earned on the proceeds placed in the Trust Account, to pay for possible excise tax or any other fees or taxes
that may be levied on the Company on any redemptions or stock buybacks by the Company pursuant to any current, pending or further rules
or laws, including without limitation any Excise Tax, prior to release of such funds from the Trust Account following our initial business
combination.
50
****
**We
are an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and if we take advantage of
certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, this could make
our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.**
We
are an emerging growth company within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage
of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth
companies, including, but not limited to, not being required to comply with the auditor internal controls attestation requirements of
Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy
statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval
of any golden parachute payments not previously approved. As a result, our shareholders may not have access to certain information they
may deem important. We could be an emerging growth company for up to fiveyears, although circumstances could cause us to lose that
status earlier, including if the market value of our ClassA ordinary shares held by non-affiliates exceeds $700,000,000 as of any
June30 before that time, in which case we would no longer be an emerging growth company as of the following December31. We
cannot predict whether investors will find our securities less attractive because we will rely on these exemptions. If some investors
find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower
than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may
be more volatile.
Further,
Section 102(b)(1)of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial
accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective
or do not have a class of securities registered under the ExchangeAct) are required to comply with the new or revised financial
accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the
requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We have elected not to opt
out of such extended transition period which means that when a standard is issued or revised and it has different application dates for
public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt
the new or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging
growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because
of the potential differences in accounting standards used.
Additionally,
we are a smaller reporting company as defined in Item10(f)(1)of RegulationS-K.Smaller reporting
companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only twoyears
of audited financial statements. We will remain a smaller reporting company until the lastday of the fiscal year in which (1)the
market value of our ordinary shares held by non-affiliates is equal to or exceeds $250,000,000 as of the prior June30, or (2)our
annual revenues equaled or exceeded $100,000,000 during such completed fiscal year and the market value of our ordinary shares held by
non-affiliates is equal to or exceeds $700,000,000 as of the prior June30.
****
**We
employ a mail forwarding service, which may delay or disrupt our ability to receive mail in a timely manner**
Mail
addressed to the company and received at its registered office will be forwarded unopened to the forwarding address supplied by us. None
of the company, its directors, officers, advisors or service providers (including the organization which provides registered office services
in the Cayman Islands) will bear any responsibility for any delay howsoever caused in mail reaching the forwarding address, which may
impair your ability to communicate with us.
****
**Our
amended and restated memorandum and articles of association provide that the courts of the Cayman Islands will be the exclusive forums
for certain disputes between us and our shareholders, which could limit our shareholders ability to obtain a favorable judicial
forum for complaints against us or our directors, officers or employees.**
Our
amended and restated memorandum and articles of association provide that unless we consent in writing to the selection of an alternative
forum, the courts of the Cayman Islands shall have exclusive jurisdiction over any claim or dispute arising out of or in connection with
our amended and restated memorandum and articles of association or otherwise related in any way to each shareholders shareholding
in us, including but not limited to (i)any derivative action or proceeding brought on our behalf, (ii)any action asserting
a claim of breach of any fiduciary or other duty owed by any of our current or former director, officer or other employee to us or our
shareholders, (iii)any action asserting a claim arising pursuant to any provision of the Companies Act or our amended and restated
memorandum and articles of association, or (iv)any action asserting a claim against us governed by the internal affairs doctrine
(as such concept is recognized under the laws of the UnitedStates of America) and that each shareholder irrevocably submits to
the exclusive jurisdiction of the courts of the Cayman Islands over all such claims or disputes. The forum selection provision in our
amended and restated memorandum and articles of association will not apply to actions or suits brought to enforce any liability or duty
created by the Securities Act, ExchangeAct or any claim for which the federal district courts of the UnitedStates of America
are, as a matter of the laws of the UnitedStates of America, the sole and exclusive forum for determination of such a claim.
51
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.
****
**There
is substantial doubt about our ability to continue as a going concern.**
The
Company is a special purpose acquisition company and must complete its initial Business Combination by October 25, 2026. Although the
Company plans to complete its initial Business Combination before such date, there can be no assurance that the Company will be able
to do so by such date. In connection with the Companys assessment of going concern considerations in accordance with Financial
Accounting Standards Board (FASB) Accounting Standards Update (ASC) 2014-15, Disclosures of Uncertainties
about an Entitys Ability to Continue as a Going Concern, management has determined that because such mandatory liquidation
date is less than 12 months away, there is substantial doubt that the Company will operate as a going concern. No adjustments have been
made to the carrying amounts of assets or liabilities should the Company be required to liquidate after October 25, 2026. Management
plans to consummate a Business Combination prior to October 25, 2026; however, there can be no assurance that one will be completed
****
**Item
1B. Unresolved Staff Comments**
None.
**Item
1C. Cybersecurity**
As a blank check company, we have no operations and therefore do not have any operations of our own that face cybersecurity
threats. However, we do depend on the digital technologies of third parties, and as noted in Item 1A. Risk Factors of this
Form 10-K, any sophisticated and deliberate attacks on, or security breaches in, systems or infrastructure or the cloud that we utilize,
including those of third parties, could lead to corruption or misappropriation of our assets, proprietary information and sensitive or
confidential data. Because of our reliance on the technologies of third parties, we also depend upon the personnel and the processes of
third parties to protect against cybersecurity threats, and we have no personnel or processes of our own for this purpose. Our board of
directors oversees risk for our Company, and before we make filings with the SEC, our board of directors reviews our risk factors, including
the descriptions of the risks we face from cybersecurity threats, as described in Item 1A. Risk Factors of this Form 10-K.
****
**Item
2. Properties**
We
currently sub-lease our executive offices at 955 Fifth Avenue, New York, NY 10075 from Eagle Equity Partners, LLC, an entity affiliated
with our Sponsor and the members of our management team. We consider our current office space adequate for our current operations.
****
**Item
3. Legal Proceedings**
We
are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against
us or any of our officers or directors in their corporate capacity.
****
**Item
4. Safety Disclosures**
Not
applicable.
52
**PART
II**
****
**Item
5. Market for Registrants Shareholders equity, Related Shareholder Matters and Issuer Purchases of Equity Securities**
****
**Market
Information**
Our
Units, Class A ordinary shares and Eagle Share Rights are traded on Nasdaq under the symbols BEAGU, BEAG
and BEAGR, respectively.
****
**Holders**
As
of March 23, 2026, there was one holder of record of our Units, two holders of record of our Class A ordinary shares, one holder
of record of our Eagle Share Rights and one holder of record for our Class B ordinary shares. The number of holders of record does
not include a substantially greater number of street name holders or beneficial holders whose Units, Class A ordinary
shares and Eagle Share Rights are held of record by banks, brokers and other financial institutions.
****
**Dividends**
We
have not paid any cash dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion of our
initial business combination even if we have substantial assets outside the Trust Account. Our amended and restated memorandum and articles
of association will provide that, prior to the completion of our initial business combination, no dividends or other distributions will
be payable on our Class A ordinary shares from assets held outside the Trust Account, and no additional sums will be deposited into the
Trust Account following the completion of the Initial Public Offering, unless approved by the written consent of the holders of not less
than two-thirds of our Class B ordinary shares. The payment of cash dividends following the completion of our initial business combination
will be within the discretion of our board of directors at such time and will be dependent upon our revenues and earnings, if any, capital
requirements and general financial condition at such time. There is no certainty we will be in a position to, or decide to, pay cash
dividends after completing any business combination. Further, if we incur any indebtedness in connection with our initial business combination,
our ability to declare dividends following completion of our initial business combination may be limited by restrictive covenants we
may agree to in connection therewith.
****
**Securities
Authorized for Issuance Under Equity Compensation Plans**
None.
****
**Recent
Sales of Unregistered Securities; Use of Proceeds from Registered Offerings**
On
March 23, 2021, our Sponsor purchased an aggregate of 57,500,000 Founder Shares in exchange for a capital contribution of $25,000, or
approximately $0.0004 per share. On June 25, 2024, our Sponsor surrendered for no consideration 50,312,500 Founder Shares, resulting
in our Sponsor holding an aggregate of 7,187,500 Founder Shares. On December 9, 2024, in connection with the partial exercise of the
Over-Allotment Option, the Sponsor forfeited 2,027,500 Founder Shares, resulting in the Sponsor holding an aggregate of 5,160,000 Founder
Shares.
On
October 25, 2024, we consummated our Initial Public Offering of 25,000,000 Units. The Units were sold at an offering price of $10.00
per Unit, generating total gross proceeds of $250,000,000. UBS Securities LLC and Jefferies LLC acted as book-running managers. The securities
sold in the offering were registered under the Securities Act on a registration statement on Form S-1 (No. 333-282268). The SEC declared
the registration statement effective on October 23, 2024.
Simultaneously
with the consummation of the Initial Public Offering, we consummated the private placement of 350,000 Private Placement Shares to the
Sponsor at a purchase price of $10.00 per Private Placement Share, generating gross proceeds of $3,500,000. Such securities were issued
pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
On
December 9, 2024, in connection with the partial exercise of the Over-Allotment Option, the Company closed the issuance and sale of 800,000
Over-Allotment Option Units. The Over-Allotment Option Units were sold at a price of $10.00 per Unit, generating gross proceeds to the
Company of $8,000,000. Simultaneously with the closing of the sale of the Over-Allotment Option Units, the Company completed the private
sale of an additional 8,000 Private Placement Shares to the Sponsor at a price of $10.00 per share, generating gross proceeds to the
Company of $80,000.
Of
the gross proceeds received from the Initial Public Offering, including the Over-Allotment Option Units and the private placements of
Private Placement Shares, $258,000,000 was placed in the Trust Account.
Transaction
costs of the Initial Public Offering amounted to $12,283,324, consisting of $2,580,000 of net upfront underwriting discounts ($3,870,000
of upfront underwriting discounts less $1,290,000 reimbursement from the underwriters), $9,030,000 of deferred underwriting fees and
$673,324 of other offering costs.
**Item
6.[Reserved]**
53
**Item
7.Managements Discussion and Analysis of Financial Condition and Results of Operations**
**
*The
following discussion and analysis of the Companys financial condition and results of operations should be read in conjunction
with the financial statements and the notes thereto contained elsewhere in this Form 10-K. Certain information contained in the discussion
and analysis set forth below includes forward-looking statements that involve risks and uncertainties.*
****
**Forward
Looking Statements**
All
statements other than statements of historical fact included in this Form 10-K including, without limitation, statements under Managements
Discussion and Analysis of Financial Condition and Results of Operations regarding the Companys financial position, business
strategy and the plans and objectives of management for future operations, are forward-looking statements. When used in this Form 10-K,
words such as anticipate, believe, estimate, expect, intend and
similar expressions, as they relate to us or the Companys management, identify forward-looking statements. Such forward-looking
statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Companys
management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors
detailed in our filings with the SEC.
The
following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial
statements and the notes thereto contained elsewhere in this Form 10-K. Certain information contained in the discussion and analysis
set forth below includes forward-looking statements that involve risks and uncertainties.
****
**Overview**
We
are a blank check company incorporated on February 22, 2021 as a Cayman Islands exempted company for the purpose of effecting a merger,
share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. We have
not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions
directly or indirectly, with any business combination target with respect to an initial business combination with us.
We
intend to effectuate our initial business combination using cash from the proceeds of the Initial Public Offering and the private placement
of the Private Placement Shares, the proceeds of the sale of our shares in connection with our initial business combination (pursuant
to forward purchase agreements or backstop agreements we may enter into following the consummation of the Initial Public Offering or
otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, other securities
issuances, or a combination of the foregoing.
The
issuance of additional shares in connection with a business combination to the owners of the target or other investors:
| 
| 
| 
may significantly dilute
the equity interest of our public shareholders, which dilution would increase if the anti-dilution provisions in the Founder Shares
resulted in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Founder Shares; | |
| 
| 
| 
may subordinate the rights
of holders of Class A ordinary shares if preference shares are issued with rights senior to those afforded our Class A ordinary shares; | |
| 
| 
| 
could cause a change in
control if a substantial number of our Class A ordinary shares are issued, which may affect, among other things, our ability to use
our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; | |
| 
| 
| 
may have the effect of
delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control
of us; and | |
| 
| 
| 
may adversely affect prevailing
market prices for our Units, Class A ordinary shares and/or Eagle Share Rights. | |
Similarly,
if we issue debt securities or otherwise incur significant debt to bank or other lenders or the owners of a target, it could result in:
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| 
| 
default and foreclosure
on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations; | |
| 
| 
| 
acceleration of our obligations
to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require
the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; | |
| 
| 
| 
our immediate payment of
all principal and accrued interest, if any, if the debt security is payable on demand; | |
| 
| 
| 
our inability to obtain
necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the
debt security is outstanding; | |
54
| 
| 
| 
using a substantial portion
of our cash flow to pay principal and interest on our debt, which will reduce the funds available for expenses, capital expenditures,
acquisitions and other general corporate purposes; | |
| 
| 
| 
limitations on our flexibility
in planning for and reacting to changes in our business and in the industry in which we operate; | |
| 
| 
| 
increased vulnerability
to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and | |
| 
| 
| 
limitations on our ability
to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy
and other purposes and other disadvantages compared to our competitors who have less debt. | |
As
indicated in the accompanying financial statements, at December 31, 2025, we had an unrestricted cash balance of $192,592 as well as
investments held in the Trust Account of $269,835,824. Further, we expect to incur significant costs in the pursuit of our initial business
combination. We cannot assure you that our plans to raise capital or to complete our initial business combination will be successful.
****
**Results
of Operations**
We
have neither engaged in any operations nor generated any revenues to date. Our only activities since inception have been
organizational activities and those necessary to prepare for the Initial Public Offering, and, after our Initial Public Offering, identifying a target company for a business combination. We will not generate any operating
revenues until after completion of our initial business combination. We have generated non-operating income in the form of interest
income on cash and cash equivalents after the Initial Public Offering. There has been no significant change in our financial or
trading position and no material adverse change has occurred since the date of our audited financial statements. We expect to incur
increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as
well as for due diligence expenses.
For
the period year ended December 31, 2025, we had a net income of $9,764,567, a loss from operations of $1,037,395, comprised of
general and administrative expenses of $1,037,395, andnon-operatingincome of $10,801,962, comprised primarily of
interest earned in the Trust Account of $10,801,962. For the year ended December31, 2024, we had a net income of $2,043,928, a
loss from operations of $253,368, comprised of general and administrative expenses of $253,368, andnon-operatingincome
of $2,297,296, comprised primarily of a gain on change in fair value of Over-Allotment Option Liability of $236,900, of cancellation
of indebtedness of $26,534 and interest earned in the Trust Account of $2,033,862.
Through
December31, 2025 our efforts have been limited to organizational activities, activities relating to the Initial Public Offering,
activities relating to identifying and evaluating prospective acquisition candidates. As of December31, 2025, $269,835,824 was held in the Trust Account (including $9,030,000 of deferred underwriting
commissions). We had cash outside of the Trust Account of $192,592 and $188,708 in accounts payable and accrued expenses.
****
**Liquidity
and Capital Resources**
Our
liquidity needs have been satisfied prior to the completion of the Initial Public Offering through receipt of a $25,000 capital contribution
from the Sponsor in exchange for the issuance of the Founder Shares to the Sponsor and up to $1,000,000 in available loans from the Sponsor.
These loans are non-interest bearing and unsecured. Up to $400,000 of these loans were due at the earlier of December 31, 2024 or the
closing of the Initial Public Offering (the Initial Public Offering Promissory Note) and up to $600,000 is payable by no
later than the earlier of the closing of our initial business combination or our liquidation. On October 25, 2024, the Initial Public
Offering Promissory Note was repaid in full.
On
October 25, 2024, the Company consummated the Initial Public Offering of 25,000,000 Units at $10.00 per Unit and a private sale of 350,000
Private Placement Shares at a purchase price of $10.00 per share. The underwriters were given 45 days from the date of the Initial Public
Offering to exercise the Over-Allotment Option. On December 9, 2024, the Over-Allotment Option was exercised in part, resulting in the
issuance and sale of 800,000 Over-Allotment Option Units. Simultaneously with the closing of the sale of the Over-Allotment Option Units,
the Company completed the private sale of an additional 8,000 Private Placement Shares to the Sponsor at a price of $10.00 per share,
generating gross proceeds to the Company of $80,000. In connection with the closing of the Over-Allotment Option, the Sponsor forfeited
2,027,500 Founder Shares, resulting in the Sponsor holding an aggregate of 5,160,000 Founder Shares.
55
A
total of $258,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering (including the
Over-Allotment Option Units) and certain proceeds from the sale of the Private Placement Shares was placed in the Trust Account. The
proceeds are invested only in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest
only in direct U.S. government treasury obligations. the holding of these assets in this form is intended to be temporary and for the
sole purpose of facilitating the intended business combination and, may at any time be held as cash or cash items, including in demand
deposit accounts at a bank. We will disclose in each quarterly and annual report filed with the SEC prior to our initial business combination
whether the proceeds deposited in the Trust Account are invested in U.S. government treasury obligations or money market funds or a combination
thereof or as cash or cash items, including in demand deposit accounts.
As
of December31, 2025, $269,835,824 was held in the Trust Account (including $9,030,000 of deferred underwriting commissions). We
intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust
Account (excluding deferred underwriting commissions) to complete our initial business combination. We may withdraw interest for permitted
withdrawals. Our annual income tax obligations will depend on the amount of interest and other income earned on the amounts held in the
Trust Account. We expect the interest earned on the amount in the Trust Account, plus permitted withdrawals, will be sufficient to pay
our income taxes, if any, and our working capital requirements. To the extent that our equity or debt is used, in whole or in part, as
consideration to complete our initial business combination, the remaining proceeds held in the Trust Account will be used as working
capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
Prior
to the completion of our initial business combination, we will have available to us the approximately $250,000 of proceeds held outside
the Trust Account plus permitted withdrawals. We will use these funds to primarily identify and evaluate target businesses, perform business
due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses
or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure,
negotiate and complete a business combination.
We
do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business prior to
our initial business combination. However, if our estimates of the costs of identifying a target business, undertaking in-depth due diligence
and negotiating an initial business combination are less than the actual amount necessary to do so, we may have insufficient funds available
to operate our business prior to our initial business combination. In order to fund working capital deficiencies or finance transaction
costs in connection with an intended initial business combination, the Sponsor or an affiliate of the Sponsor or certain of our officers
and directors may, but are not obligated to, loan us funds as may be required. If we complete our initial business combination, we would
repay such loaned amounts. In the event that our initial business combination does not close, we may use a portion of the working capital
held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment.
Such loans may be convertible into Private Placement Shares of the post business combination entity at a price of $10.00 per share at
the option of the lender. The terms of such loans, if any, have not been determined and no written agreements exist with respect to such
loans. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than the Sponsor
or an affiliate of the Sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any
and all rights to seek access to funds in our Trust Account.
We
expect our primary liquidity requirements during the completion window include approximately $1,509,000 for legal, accounting, due
diligence, travel and other expenses associated with structuring, negotiating and documenting successful business combinations, and
approximately $81,000 for Nasdaq and approximately $300,000 for director and officer liability insurance premiums. We will also pay
an affiliate of the Sponsor for office space and administrative services provided to members of our management team in an amount
equal to $15,000 per month.
On April 8, 2025 and August 21, 2025, the Company withdrew $500,000 and $500,000, respectively, of interest earned on funds held in the
Trust Account for working capital requirements. As of December 31, 2025, the Company had $1,000,000 in remaining interest earned on funds
held in the Trust Account available to be withdrawn for working capital requirements in its second year following the Initial Public Offering.
These
amounts are estimates and may differ materially from our actual expenses. In addition, we could use a portion of the funds not being
placed in trust to pay commitment fees for financing, fees to consultants to assist us with our search for a target business or as a
down payment or to fund a no-shop provision (a provision designed to keep target businesses from shopping
around for transactions with other companies or investors on terms more favorable to such target businesses) with respect to a particular
proposed business combination, although we do not have any current intention to do so. If we entered into an agreement where we paid
for the right to receive exclusivity from a target business, the amount that would be used as a down payment or to fund a no-shop
provision would be determined based on the terms of the specific business combination and the amount of our available funds at the time.
Our forfeiture of such funds (whether as a result of our breach or otherwise) could result in our not having sufficient funds to continue
searching for, or conducting due diligence with respect to, prospective target businesses.
56
Moreover,
we may need to obtain additional financing to complete our initial business combination, either because the transaction requires more
cash than is available from the proceeds held in our Trust Account or because we become obligated to redeem a significant number of our
public shares upon completion of the business combination, in which case we may issue additional securities or incur debt in connection
with such business combination. In addition, we intend to target businesses with enterprise values that are greater than we could acquire
with the net proceeds of the Initial Public Offering and the sale of the Private Placement Shares, and, as a result, if the cash portion
of the purchase price exceeds the amount available from the Trust Account, net of amounts needed to satisfy any redemptions by public
shareholders, we may be required to seek additional financing to complete such proposed initial business combination. We may also obtain
financing prior to the closing of our initial business combination to fund our working capital needs and transaction costs in connection
with our search for and completion of our initial business combination. There is no limitation on our ability to raise funds through
the issuance of equity or equity-linked securities or through loans, advances or other indebtedness in connection with our initial business
combination, including pursuant to forward purchase agreements or backstop agreements we may enter into following consummation of the
Initial Public Offering. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously
with the completion of our initial business combination. If we are unable to complete our initial business combination because we do
not have sufficient funds available to us, we will be forced to liquidate the Trust Account. In addition, following our initial business
combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.
****
**Controls
and Procedures**
We
are required to maintain an effective system of internal controls as defined by Section 404 of theSarbanes-Oxley Actand to
comply with the internal control requirements of theSarbanes-Oxley Actbeginning with this Annual Report for the fiscal year
ended December 31, 2025. Only in the event that we are deemed to be a large accelerated filer or an accelerated filer and no longer
an emerging growth company would we be required to comply with the independent registered public accounting firm attestation requirement.
Further, for as long as we remain an emerging growth company as defined in the JOBS Act, we intend to take advantage of certain exemptions
from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but
not limited to, not being required to comply with the independent registered public accounting firm attestation requirement.
Prior
to the closing of the Initial Public Offering, we did not complete an assessment, nor did our independent registered public accounting
firm test our systems, of internal controls. We expect to assess the internal controls of our target business or businesses prior to
the completion of our initial business combination and, if necessary, to implement and test additional controls as we may determine are
necessary in order to state that we maintain an effective system of internal controls. A target business may not be in compliance with
the provisions of the Sarbanes-Oxley Act regarding the adequacy of internal controls. Many small and mid-sized target businesses we may
consider for our initial business combination may have internal controls that need improvement in areas such as:
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staffing for financial,
accounting and external reporting areas, including segregation of duties; | |
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| 
| 
reconciliation of accounts; | |
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| 
| 
proper recording of expenses
and liabilities in the period to which they relate; | |
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| 
| 
evidence of internal review
and approval of accounting transactions; | |
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| 
| 
documentation of processes,
assumptions and conclusions underlying significant estimates; and | |
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| 
documentation of accounting
policies and procedures. | |
Because
it will take time, management involvement and perhaps outside resources to determine what internal control improvements are necessary
for us to meet regulatory requirements and market expectations for our operation of a target business, we may incur significant expenses
in meeting our public reporting responsibilities, particularly in the areas of designing, enhancing, or remediating internal and disclosure
controls. Doing so effectively may also take longer than we expect, thus increasing our exposure to financial fraud or erroneous financing
reporting.
Once
our managements report on internal controls is complete, we will retain our independent registered public accounting firm to audit
and render an opinion on such report when required by Section 404 of the Sarbanes-Oxley Act. The independent registered public accounting
firm may identify additional issues concerning a target businesss internal controls while performing their audit of internal control
over financial reporting.
57
****
**Quantitative
and Qualitative Disclosures about Market Risk**
The
proceeds held in the Trust Account are initially invested only in money market funds meeting certain conditions under Rule 2a-7 under
the Investment Company Act which invest only in direct U.S. government treasury obligations; the holding of these assets in this form
is intended to be temporary and for the sole purpose of facilitating the intended business combination. and, may at any time be held
as cash or cash items, including in demand deposit accounts at a bank. We will continue to disclose in each quarterly and annual report
filed with the SEC prior to our initial business combination whether the proceeds deposited in the Trust Account are invested in U.S.
government treasury obligations or money market funds or a combination thereof or as cash or cash items, including in demand deposit
accounts. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate
risk.
****
**Related
Party Transactions**
****
**Founder
Shares**
On
March 23, 2021, the Sponsor paid an aggregate of $25,000 to cover certain offering and formation costs of the Company in consideration
for 57,500,000 Founder Shares. On June 25, 2024, the Sponsor surrendered for no consideration 50,312,500 Founder Shares, resulting in
the Sponsor holding an aggregate of 7,187,500 Founder Shares. The Founder Shares included an aggregate of up to 937,500 shares subject
to forfeiture by the Sponsor to the extent that the Over-Allotment Option was not exercised in full or in part, so that the number of
Founder Shares will collectively represent 16.67% of the Companys issued and outstanding shares upon the completion of the Initial
Public Offering (excluding the Private Placement Shares and after taking into account the Sponsors forfeiture of Founder Shares
in respect of the Eagle Share Rights). In addition, the Sponsor agreed to surrender to the Company for no consideration after the expiration
of the underwriters Over-Allotment Option a number of Class B ordinary shares equal to the number of Class A ordinary shares underlying
the Eagle Share Rights included in the Units sold in the Initial Public Offering. On December 9, 2024, in connection with the partial
exercise of the Over-Allotment Option, the Sponsor forfeited 2,027,500 Founder Shares, resulting in the Sponsor holding an aggregate
of 5,160,000 Founder Shares.
The
Sponsor and the Companys executive officers and directors have agreed, subject to limited exceptions, not to transfer, assign
or sell any of their Founder Shares until the earlier to occur of (A) one year after the completion of a business combination; and (B)
subsequent to a business combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as
adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within
any 30-trading day period, provided such release shall not occur earlier than 180 days after a business combination, or (y) the date
on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction that
results in all of the Companys shareholders having the right to exchange their Class A ordinary shares for cash, securities or
other property.
****
**Promissory
Notes**
On
March 12, 2021, the Company issued a promissory note to the Sponsor, pursuant to which the Company could borrow up to an aggregate
principal amount of $300,000. On June 26, 2024, the Company and the Sponsor amended and restated such promissory note (the
Amended and Restated Formation and Regulatory Expenses Promissory Note), increasing the amount that the Company may
borrow thereunder to $600,000. The Amended and Restated Formation and Regulatory Expenses Promissory Note is non-interest bearing
and payable on the earlier of the completion of the business combination or the Companys liquidation. As of December 31, 2025
and 2024, there was $542,975 outstanding under the Amended and Restated Formation and Regulatory Expenses Promissory
Note.
On
June 26, 2024, the Company the Initial Public Offering Promissory Note to the Sponsor, pursuant to which the Company may borrow up to
an aggregate principal amount of $400,000. The Initial Public Offering Promissory Note was non-interest bearing and payable on the earlier
of (i) December 31, 2024 or (ii) the completion of the Initial Public Offering. On October 25, 2024, the Initial Public Offering Promissory
Note then outstanding of $80,500 was repaid in full.
****
**Administrative
Services and Indemnification Agreement**
The
Company entered into an agreement (the Administrative Services and Indemnification Agreement) commencing October 23, 2024
through the earlier of the Companys consummation of a business combination and its liquidation to pay an affiliate of the Sponsor
$15,000 per month for office space and administrative services and provide indemnification to the Sponsor from any claims arising out
of or relating to the Initial Public Offering or the Companys operations or conduct of the Companys business or any claim
against the Sponsor alleging any expressed or implied management or endorsement by the Sponsor of any of the Companys activities
or any express or implied association between the Sponsor and the Company or any of its affiliates, which agreement provides that the
indemnified parties cannot access the funds held in the Trust Account. For the years ended December 31, 2025 and 2024, respectively,
the Company incurred $180,000 and $30,000 in administrative services expenses under the Administrative Services and Indemnification Agreement.
As of December 31, 2025 and 2024, respectively, $13,413 and $30,000, are include in accounts payable and accrued expenses in the accompanying
balance sheets.
58
****
**Related
Party Loans**
In
order to finance transaction costs in connection with a business combination, the Sponsor or an affiliate of the Sponsor, or certain
of the Companys officers and directors may, but are not obligated to, loan the Company funds as may be required (Working
Capital Loans). Such Working Capital Loans would be evidenced by promissory notes. If the Company completes a business combination,
the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working
Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a 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. There have been no borrowings under this arrangement to date. Such Working
Capital Loans may be convertible into Private Placement Shares of the post-business combination entity at a price of $10.00 per share
at the option of the lender. 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 Working Capital Loans.
****
**Commitments
and Contractual Obligations**
As
of December 31, 2025, we did not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities].
No unaudited quarterly operating data is included in this Form 10-K as we have not conducted any operations to date.
**
*Administrative
Services and Indemnification Agreement*
On
October 23, 2024, the Company entered into an Administrative Services and Indemnification Agreement. We agreed to pay an affiliate of
the Sponsor $15,000 per month for office space and administrative services and to provide indemnification to the Sponsor from any claims
arising out of or relating to the Initial Public Offering or the Companys operations or conduct of the Companys business
or any claim against the Sponsor alleging any expressed or implied management or endorsement by the Sponsor of any of the Companys
activities or any express or implied association between the Sponsor and the Company or any of its affiliates, which agreement provides
that the indemnified parties cannot access the funds held in the Trust Account. As of December 31, 2025 and 2024, the Company incurred
$180,000 and $30,000, respectively, in amounts due under the Administrative Services and Indemnification Agreement.
**
*Underwriting
Agreement*
On
October 23, 2024, the Company entered into an underwriting agreement.
The
Company granted the underwriters a 45-day option to purchase up to 3,750,000 Over-Allotment Option Units. On December 9, 2024, the Over-Allotment
Option was exercised in part, resulting in the issuance and sale of 800,000 Over-Allotment Option Units.
The
underwriters are entitled to a deferred fee of $0.35 per Unit, or $9,030,000 in the aggregate. The deferred fee will become payable to
the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a business combination, subject
to the terms of the underwriting agreement.
The
underwriters received an underwriting discount of $0.15 per Unit, or $3,870,000 in the aggregate, upon the closing of the Initial Public
Offering and the Over-Allotment Option. The underwriters agreed to reimburse the Company at the closing of the Initial Public Offering
for all reasonable out-of-pocket expenses and fees (including for the avoidance of doubt, a portion of the upfront underwriting commissions
payable in connection with the closing of the Initial Public Offering) incurred by the Company in connection with the Initial Public
Offering in an amount not to exceed 0.5% of the gross proceeds of the Initial Public Offering. On October 25, 2024, as part of the closing
of the Initial Public Offering, the Company received reimbursement from the underwriters of $1,290,000. On December 9, 2024, in connection
with the closing of the Over-Allotment Option, the Company received reimbursement from the underwriters of $40,000.
**
*Registration
Rights Agreement*
Pursuant
to a registration rights agreement entered into on October 23, 2024, the holders of the Founder Shares, Private Placement Shares and
shares that may be issued upon conversion of the Working Capital Loans will be entitled to registration rights and the Company is required
to register a sale of any of the securities held by them, including any other securities of the Company acquired by them prior to the
consummation of a business combination. The holders of these securities are entitled to make up to three demands, excluding short form
demands, that the Company register such securities. In addition, the holders have certain piggyback registration rights
with respect to registration statements filed subsequent to the completion of a business combination. The Company will bear the expenses
incurred in connection with the filing of any such registration statements.
59
****
**Critical
Accounting Policies and Estimates**
The
preparation of financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial
statements, and income and expenses during the period reported. Actual results could materially differ from those estimates. For the fiscal year ending December 31, 2025 there were
no critical accounting estimates. We have
identified the following critical accounting policies:
**
*Class
A Ordinary Shares Subject to Redemption*
The
Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 Distinguishing
Liabilities from Equity. Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and
are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are
either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Companys
control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders equity. The Class
A ordinary shares feature certain redemption rights that are considered to be outside of the Companys control and subject to occurrence
of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are presented at redemption value as
temporary equity, outside of the shareholders equity section of our balance sheet. The Company recognizes changes in redemption
value immediately as they occur and adjusts the carrying value of Class A ordinary shares to equal the redemption value at the end of
each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional
paid in capital and accumulated deficit.
The
Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of Class A ordinary shares to
equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary
shares are affected by charges against additional paid in capital and accumulated deficit.
****
**Item
7A. Quantitative and Qualitative Disclosures about Market Risk**
Not
applicable.
****
**Item
8.Financial Statements and Supplementary Data**
Reference
is made to pages F-1 through F-18 comprising a portion of this Report.
****
**Item
9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure**
None.
60
****
**Item
9A. Controls and Procedures**
****
**Evaluation
of Disclosure Controls and Procedures**
Disclosure
controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed
under the Exchange Act, such as this Form 10-K, is recorded, processed, summarized, and reported within the time period specified in
the SECs rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated
and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely
decisions regarding required disclosure. Our management evaluated, with the participation of our current chief executive officer and
vice president of finance (our Certifying Officers), the effectiveness of our disclosure controls and procedures as of
December 31, 2025, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our Certifying Officers concluded that,
as of December 31, 2025, our disclosure controls and procedures were effective.
****
We
do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and
procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the
disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there
are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure
controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all
our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain
assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated
goals under all potential future conditions.
****
**Managements
Report on Internal Controls Over Financial Reporting**
Management is responsible for establishing and
maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules13a-15(f) and 15d-15(f).
Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that,
in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets of the Company; (ii) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management
and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,
use, or disposition of the Companys assets that could have a material effect on the financial statements.
Internal control over financial reporting is designed
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements prepared
for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control
over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods
are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the
policies or procedures may deteriorate.
Our management, with the participation of our
Certifying Officers, assessed the effectiveness of our internal control over financial reporting as of December31, 2025, using the
criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO). Based on this assessment and those criteria, management concluded that our internal control over financial reporting
was effective as of December31, 2025.
This Annual Report does not include an attestation
report of our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act.
****
**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.
61
****
**PART
III**
****
**Item
10. Directors, Executive Officers and Corporate Governance.**
****
**Directors
and Executive Officers**
Our
officers and directors are as follows:
| 
Name | 
| 
Age | 
| 
Position | |
| 
Harry E. Sloan | 
| 
75 | 
| 
Co-Chairman | |
| 
Eli Baker | 
| 
51 | 
| 
Chief Executive Officer and Director | |
| 
Ryan OConnor | 
| 
30 | 
| 
Chief Financial Officer | |
| 
Jeff Sagansky | 
| 
74 | 
| 
Co-Chairman | |
| 
Diarmuid Cummins | 
| 
57 | 
| 
Director | |
| 
Amy Gershkoff Bolles | 
| 
45 | 
| 
Director | |
| 
Jason Park | 
| 
49 | 
| 
Director | |
| 
Anna Marie Wagner | 
| 
36 | 
| 
Director | |
| 
Simon Watson | 
| 
50 | 
| 
Director | |
****
**Harry
E. Sloan**has been our Co-Chairman since June 2024. Mr. Sloan was previously our Chairman and Chief Executive Officer from March
2021 through June 2024. Mr. Sloan also serves as Co-Chairman of Infinite Eagle Acquisition Corp.s (Nasdaq: IEAG), or Infinite
Eagle, a position he has held since August 2025. Mr. Sloan served as Screaming Eagles Chairman from November 2021 through May
2024, until Screaming Eagle consummated its business combination with Lionsgate Studios Corp. Mr. Sloan remains a director of Lionsgate
Studios Corp. From December 2021 until May 2025, Mr. Sloan served as a member of the board of directors of Lions Gate Entertainment Corp.
(NYSE: LGF.A, LGF.B) (Lions Gate Parent), an independent motion picture and television production company. Following Lions
Gate Parents full separation of its Studio and STARZ business in May 2025, Mr. Sloan serves as a Director of Starz Entertainment
Corp. Mr. Sloan has served as Chief Executive Officer and Chairman of Soaring Eagle, which in September 2021 completed its initial business
combination with Ginkgo Bioworks, Inc. (NYSE: DNA) (Ginkgo). Mr. Sloan remains a director of Ginkgo. Prior to Soaring Eagle,
Mr. Sloan was Chief Executive Officer and Chairman of Flying Eagle, which raised $690,000,000 in its initial public offering in March
2020 and in December 2020 completed its initial business combination with Skillz Inc. (NYSE: SKLZ) (Skillz), a technology
company that enables game developers to monetize their content through fun and fair multi-player competition. Prior to Flying Eagle,
Mr. Sloan was a founding investor of Diamond Eagle, which raised $400,000,000 in its initial public offering in May 2019 and in April
2020 completed its initial business combination with DraftKings, Inc. (Nasdaq: DKNG) (DraftKings), a digital sports entertainment
and gaming company known for its industry-leading daily fantasy sports and mobile sports betting platforms, and SBTech (Global) Limited,
an international turnkey provider of cutting-edge sports betting and gaming technologies. Mr. Sloan now serves as the Vice Chairman of
DraftKings, Inc. Prior to Diamond Eagle, Mr. Sloan was a founding investor of Platinum Eagle, which raised $325,000,000 in its initial
public offering in January 2018, completed its initial business combination in March 2019 with Target Logistics Management, LLC and RL
Signor Holdings, LLC and changed its name to Target Hospitality Corp. Target Hospitality Corp. (Nasdaq: TH) (Target Hospitality)
is a vertically integrated specialty rental and hospitality services company. Prior to Platinum Eagle, Mr. Sloan was a founding investor
of Double Eagle, which raised $500,000,000 in its initial public offering in September 2015. Double Eagle completed its business combination
in November 2017, in which its wholly-owned subsidiary acquired 90% of the shares of Williams Scotsman. In the transaction, Double Eagle
changed its name to WillScot Corporation (WSC). WSC is a specialty rental services market leader providing modular space
and portable storage solutions to diverse end markets across North America. Mr. Sloan previously served as chairman and chief executive
officer of Silver Eagle from April 2013 until the consummation of its initial business combination in March 2015 with Videocon d2h Limited
(Videocon). From May 2016 to April 2018 Mr. Sloan served on the board of directors of Videocon, where he was a member of
its Nomination, Remuneration and Compensation Committee. Mr. Sloan also served as chairman and chief executive officer of Global Eagle
Acquisition Corp. from February 2011 until the consummation of its business combination in January 2013, and he remains a director of
the combined company, Global Eagle Entertainment Inc. From October 2005 to August 2009, Mr. Sloan served as chairman and chief executive
officer of Metro-Goldwyn-Mayer, Inc. (MGM), a motion picture, television, home entertainment, and theatrical production
and distribution company, and thereafter continued as non-executive chairman until December 2010. MGM filed for bankruptcy protection
in 2010. From 1990 to 2002, Mr. Sloan was chairman and chief executive officer of SBS Broadcasting, S.A. (SBS), a European
broadcasting group, operating commercial television, premium pay channels, radio stations and related print businesses in Western and
Central and Eastern Europe, which he founded in 1990 and continued as executive chairman until 2005. In 1999, SBS became the largest
shareholder of Lions Gate Parent. Mr. Sloan served as chairman of the board of Lions Gate Parent from April 2004 to March 2005. From
1983 to 1989, Mr. Sloan was co-chairman of New World Entertainment Ltd., an independent motion picture and television production company.
He previously served on the boards of Promotora de Informaciones, S.A. (OTCMKTS: PRISY), Spains largest media conglomerate, and
ZeniMax Media Inc., an independent producer of interactive gaming and web content. He currently serves on the UCLA Anderson School of
Management Board of Visitors and the Executive Board of UCLA Theatre, Film and Television. Mr. Sloan received his B.A. degree from UCLA
and J.D. Degree from Loyola Law School. We believe Mr. Sloan is qualified to serve on our board of directors due, among other things,
to his extensive experience as a founder of special purpose acquisition companies and as an international media investor, entrepreneur
and studio executive.
62
**Eli
Baker**has been our Chief Executive Officer since June 2024 and has been our Director since March 2021. Mr. Baker was previously
our Chief Financial Officer and President from March 2021 through June 2024. Mr. Baker serves as Infinite Eagles Chief Executive
Officer and Director a position he has held since August 2025. Mr. Baker served as Screaming Eagles Chief Executive Officer and
Director from November 2021 through May 2024. Mr. Baker is a Partner in Eagle Equity Partners (and its related companies). Mr. Baker
served as President and Chief Financial Officer of Soaring Eagle through the business combination with Ginkgo. Prior to Soaring Eagle,
Mr. Baker served as President and Chief Financial Officer of Flying Eagle through the business combination with Skillz. Mr. Baker also
served as President, Chief Financial Officer and Secretary of Diamond Eagle from March 2019 until the consummation of its business combination
with DraftKings, in April 2020. Mr. Baker served as the President, Chief Financial Officer and Secretary of Platinum Eagle from July
2017 until the consummation of its business combination with Target Hospitality in March 2019, and served as a member of Target Hospitalitys
board of directors from March 2019 through December 2021. Mr. Baker served as Double Eagles Vice President, General Counsel and
Secretary from June 2015 through its business combination in November 2017. Mr. Baker was also a Director of Silver Eagle from July 2014
through Silver Eagles business combination in March 2015. Mr. Baker is a co-founder and partner of Manifest Investment Partners,
LLC, a growth equity/venture fund that focuses on early stage technology-enabled business where he has served since June 2016. Mr. Baker
continues to be co-managing director and a partner in Hemisphere Capital Management LLC, a private finance company that specializes in
special opportunity equity and credit investments in the media and entertainment industry. Mr. Baker is a former lawyer and earned a
Bachelor of Arts degree from the University of California, Berkeley and a Juris Doctor from the University of California (SF). We believe
Mr. Baker is qualified to serve on our board of directors due, among other things, to his extensive experience as a founder of special
purpose acquisition companies.
**Ryan
OConnor**has been our Chief Financial Officer since June 2024. Mr. OConnor serves as Infinite Eagles Chief
Financial Officer, a position he has held since August 2025. Mr. OConnor served as Screaming Eagles Vice President of Finance
from November 2021 through May 2024. Mr. OConnor has been an employee of Eagle Equity Partners since February 2021. Prior to joining
Eagle Equity Partners, Mr. OConnor worked as an associate in the Investment Banking Division at Goldman Sachs from July 2018 to
December 2020. Mr. OConnor graduated with a B.S. in Economics from the Wharton School at the University of Pennsylvania in May
2018.
**Jeff
Sagansky**has been our Co-Chairman since June 2024. Mr. Sagansky serves as Co-Chairman of Infinite Eagle, a position he has held
since August 2025. Mr. Sagansky served as a Director of Screaming Eagle from December 2021 through May 2024. Mr. Sagansky served as the
Chief Executive Officer of Platinum Eagle from January 2018 until the consummation of its business combination with Target Hospitality
and served as a member of Target Hospitalitys board of directors until November 2023. Mr. Sagansky has been a Director of WillScot
Corporation since Double Eagle was formed in June 26, 2015 and served as Double Eagles President and Chief Executive Officer from
August 6, 2015 until the consummation of its business combination in November 2017. He also co-founded, together with Mr. Sloan, Silver
Eagle, which invested approximately $273,300,000 in Videocon d2h in exchange for equity shares of Videocon d2h represented by ADSs in
March 2015. In March 2018, Videocon d2h merged with and into Dish TV India Limited (NSE: DISHTV). Mr. Sagansky served as Silver Eagles
President from April 2013 through March 2015. Mr. Sagansky also co-founded with Mr. Sloan and Eli Baker Soaring Eagle which completed
a merger with Gingko Bioworks in September of 2021, Diamond Eagle which merged with DraftKings in April of 2020, and Flying Eagle which
merged with Skillz in December of 2020. Mr. Sagansky was formerly chief executive officer and then vice chairman of Paxson Communications
Corporation (PAX) from 1998 to 2003, where he launched the PAX TV program network in 1998. In addition, Mr. Sagansky drove
substantial improvement in the networks financial performance. Prior to joining Pax, Mr. Sagansky was co-president of Sony Pictures
Entertainment (SPE), from 1996 to 1998 where he was responsible for SPEs strategic planning and worldwide television
operations. While at SPE, he spearheaded SPEs acquisition, in partnership with Liberty Media Corporation and other investors,
of Telemundo Network Group, LLC, (Telemundo). Previously, as executive vice president of Sony Corporation of America (SCA),
Mr. Sagansky oversaw the 1997 merger of SCAs Loews Theaters unit with the Cineplex Odeon Corporation to create one of the worlds
largest movie theater companies, and the highly successful U.S. launch of the Sony PlayStation video game console. Prior to joining SCA,
Mr. Sagansky was president of CBS Entertainment (CBS) from 1990 to 1994, where he engineered CBSs ratings rise from
third to first place in eighteen months. Mr. Sagansky previously served as president of production and then president of TriStar Pictures,
where he developed and oversaw production of a wide variety of successful films. Mr. Sagansky graduated with a BA from Harvard College
and an MBA from Harvard Business School. He also serves on the boards of Omio, the leading European travel ticketing company, and the
National Parks Conservancy Association. We believe Mr. Sagansky is qualified to serve on our board of directors due to his extensive
background and experience as a founder of special purpose acquisition companies and as an executive in the media and entertainment industries
and his substantial mergers and acquisitions experience.
63
**Diarmuid
Cummins**has served on our board of directors since October 2024. Mr. Cummins currently serves as an advisor to Target Hospitality
and Guardian Fall. Mr. Cummins served as the Chief Executive Officer of Algeco Scotsman, Inc. (now Modulaire Group) from September 2016
to September 2018, and as a senior advisor from September 2018 to December 2021. Previously, Mr. Cummins was a Partner at TDR Capital
LLP from January 2011 to August 2016. Prior to TDR, he served as Chief Operating Officer at Phoenix Group Holdings Plc from September
2008 to December 2010, a Partner at MidOcean Partners from April 2003 to August 2008, and European Chief Operating Officer of Deutsche
Bank AG from August 2000 to February 2003. Mr. Cummins currently serves on the non-profit board of RIVET. He is a qualified Chartered
Secretary of the U.K. Institute of Chartered Secretaries & Administrators and studied Political Science at Arizona State University.
We believe Mr. Cummins is qualified to serve on our board of directors due, among other things, to his extensive experience in both public
and private companies.
**Amy
Gershkoff Bolles**has served on our board of directors since October 2024. Dr. Bolles currently serves as an independent consultant
to public and private companies. Previously, she served as Global Head of Digital & Emerging Technology Strategy at Levi Strauss
& Co. (Nasdaq: LEVI) from March 2022 until September 2023. Prior to joining Levi Strauss & Co., she served as Chief Operating
Officer at Tradesy, Inc., an ecommerce company, from May 2021 until March 2022. Prior to joining Tradesy, Inc. in May 2021, she served
as Chief Data Officer and General Manager at Bitly, Inc., an enterprise SaaS company, from September 2018 until April 2021. Prior to
Bitly, Inc., she worked as an independent consultant from October 2017 until September 2018. Previously, she served as Chief Data Officer
at Ancestry.com LLC, a genealogy and consumer genomics company, from November 2016 until September 2017. From March 2015 until November
2016, Dr. Bolles served as General Manager of Advertising and Chief Data Officer for Zynga Inc. (Nasdaq: ZNGA), a social online and mobile
gaming company. From July 2013 until March 2015, Dr. Bolles served as Head of Customer Analytics & Insights and Head of Global Data
Science for eBay Inc. (Nasdaq: EBAY), a multinational ecommerce corporation. Dr. Bolles also served on the board of Screaming Eagle from
January 2022 until May 2024. She received her B.A. from Cornell University, and her M.A. and Ph.D. from Princeton University. We believe
Dr. Bolles is qualified to serve on our board of directors due, among other things, to her leadership experience in both public and private
companies.
**Jason
Park**has served on our board of directors since October 2024. Mr. Park also serves as a member of the board of directors of Infinite
Eagle, a position he has held since January 2026. Mr. Park is the Chief Transformation Officer at DraftKings. Mr. Park joined DraftKings
as Chief Financial Officer and served in that capacity from June 2019 to May 2024, and was responsible for the accounting, tax, treasury,
financial planning and analysis and investor relations departments. Mr. Park also serves as a member of the board of directors of Pine
Street Inn, a non-profit organization that partners with homeless individuals to help them find and retain housing, and Corner Growth
Acquisition Corp. 2 (Nasdaq: TRON) and Corner Growth Acquisition Corp. (Nasdaq: COOL) (since December 2020), which are special purpose
acquisition companies formed for the purpose of effecting a merger or similar business combination with one or more businesses primarily
within technology industries. Previously, Mr. Park served as a member of the board of directors of Belong Acquisition Corp., which was
a special purpose acquisition company formed for the purpose of effecting a merger or similar business combination with one or more businesses
primarily within technology industries from July 2021 to July 2023. Prior to joining DraftKings, from January 2009 to June 2019, Mr.
Park worked at Bain Capital Private Equity where he was an Operating Partner and focused on technology investments. For more than 10
years, Mr. Park worked collaboratively with chief executive officers, chief financial officers and management teams to develop and achieve
value creation plans. Before Bain Capital Private Equity, Mr. Park was an Associate Partner at McKinsey & Company. Mr. Park has previously
served as a director of Central Square Technologies. Mr. Park received his M.B.A. from the Wharton School at the University of Pennsylvania
and a MAcc (Master of Accountancy) and a B.B.A. from the University of Michigan. We believe Mr. Park is qualified to serve on our board
of directors due, among other things, to his extensive leadership experience in public companies and special purpose acquisition companies.
**Anna
Marie Wagner**has served on our board of directors since October 2024. Ms. Wagner is the owner and managing partner of AutoSci
Advisory, LLC, which provides consulting services on commercial development and AI/ML strategies. Prior to starting her own advisory
practice, Ms. Wagner was a Senior Vice President and the Head of AI and Head of Corporate Development at Ginkgo. She also served as Ginkgos
interim Chief Financial Officer in 2020 and was instrumental in taking Ginkgo public via its merger with Soaring Eagle Acquisition Corp.
Prior to Ginkgo, Ms. Wagner was an investor at Bain Capital Private Equity, focusing on technology, media, and telecommunications. Ms.
Wagner also serves as an Independent Director of Turbine Simulated Cell Technologies Ltd., a UK company applying machine learning to
target identification and therapeutic development, sits on the Board of Advisors for the Boston Museum of Science, and serves on the
AI Governance Alliance for the World Economic Forum. We believe Ms. Wagner is qualified to serve on our board of directors due, among
other things, to her extensive experience in consummating business combinations with special purpose acquisition companies and her experience
as both an investor and operator of public and private companies.
64
****
**Simon
Watson**has served on our board of directors since October 2024. Mr. Watson also serves as a member of the board of directors
of Infinite Eagle, a position he has held since January 2026. He is a retired Partner of Goldman Sachs. He worked for Goldman Sachs for
23 years in London and New York within Equity Capital Markets. Mr. Watsons final role was running Equity Capital Markets in New
York. He was educated at the London School of Economics and currently resides in the UK with his wife and two sons. We believe Mr. Watson
is qualified to serve on our board of directors due, among other things, to his extensive experience in equity capital markets in both
the U.S. and the UK.
****
**Number
and Terms of Office of Officers and Directors**
Our
board of directors consists of seven members and is divided into three classes with only one class of directors being appointed in each
year, and with each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term.
In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual general meeting until one year after
our first fiscal year end following our listing on Nasdaq. The term of office of the first class of directors, consisting of Diarmuid
Cummins and Amy Gershkoff Bolles, will expire at our first annual general meeting. The term of office of the second class of directors,
consisting of Jason Park, Anna Marie Wagner and Simon Watson, will expire at the second annual general meeting. The term of office of
the third class of directors, consisting of Harry E. Sloan, Eli Baker and Jeff Sagansky, will expire at the third annual general meeting.
Our
officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms
of office. Our board of directors is authorized to appoint officers as it deems appropriate pursuant to our amended and restated memorandum
and articles of association.
****
**Director
Independence**
The
rules of Nasdaq require that a majority of our board of directors be independent within one year of our Initial Public Offering. An independent
director is defined generally as a person who, in the opinion of the companys board of directors, has no material relationship
with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the
company). Our board of directors has determined that Diarmuid Cummins, Amy Gershkoff Bolles, Jason Park, Anna Marie Wagner and Simon
Watson are independent directors as defined in the Nasdaq listing standards and applicable SEC rules. Our independent directors
will have regularly scheduled meetings at which only independent directors are present.
****
**Committees
of the Board of Directors**
Our
board of directors has two standing committees: an audit committee and a compensation committee. Subject to phase-in rules, the rules
of Nasdaq and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent
directors. Each committee operates under a charter that has been approved by our board and has the composition and responsibilities described
below.
****
**Audit
Committee**
We
established an audit committee of the board of directors. Jason Park, Simon Watson and Amy Gershkoff Bolles serve as the members of our
audit committee.
Jason
Park serves as the chairman of the audit committee. Each member of the audit committee is financially literate and our board of directors
has determined that Jason Park qualifies as an audit committee financial expert as defined in applicable SEC rules.
We
adopted an audit committee charter, which will detail the principal functions of the audit committee, including:
| 
| assisting
board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our
independent registered public accounting firms qualifications and independence, and (4) the performance of our internal audit
function and independent registered public accounting firm; the appointment, compensation, retention, replacement, and oversight of the
work of the independent registered public accounting firm and any other independent registered public accounting firm engaged by us; | 
|
65
| 
| pre-approving
all audit and non-audit services to be provided by the independent registered public accounting firm or any other registered public accounting
firm engaged by us, and establishing pre-approval policies and procedures; reviewing and discussing with the independent auditors all
relationships the auditors have with us in order to evaluate their continued independence; | 
|
| 
| setting
clear policies for audit partner rotation in compliance with applicable laws and regulations; obtaining and reviewing a report, at least
annually, from the independent registered public accounting firm describing (1) the independent registered public accounting firms
internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review,
of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting
one or more independent audits carried out by the firm and any steps taken to deal with such issues; | 
|
| 
| meeting
to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent
registered public accounting firm, including reviewing our specific disclosures under Managements Discussion and Analysis
of Financial Condition and Results of Operations; reviewing and approving any related party transaction required to be disclosed
pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and | 
|
| 
| reviewing
with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or
compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports
that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards
or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities. | 
|
****
**Compensation
Committee**
We
established a compensation committee of our board of directors. The members of our compensation committee are Diarmuid Cummins and Anna
Marie Wagner, and Diarmuid Cummins serves as chairman of the compensation committee. We adopted a compensation committee charter, which
details the principal functions of the compensation committee, including:
| 
| reviewing
and approving on an annual basis the corporate goals and objectives relevant to our chief executive officers compensation, evaluating
our chief executive officers performance in light of such goals and objectives and determining and approving the remuneration
(if any) of our chief executive officers based on such evaluation; | 
|
| 
| reviewing
and making recommendations to our board of directors with respect to the compensation, and any incentive compensation and equity based
plans that are subject to board approval of all of our other officers; | 
|
| 
| reviewing
our executive compensation policies and plans; | 
|
| 
| implementing
and administering our incentive compensation equity-based remuneration plans; | 
|
| 
| assisting
management in complying with our proxy statement and annual report disclosure requirements; | 
|
| 
| approving
all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and
employees; | 
|
| 
| producing
a report on executive compensation to be included in our annual proxy statement; and | 
|
| 
| reviewing,
evaluating and recommending changes, if appropriate, to the remuneration for directors. | 
|
The
charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant,
legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such
adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the
compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.
66
****
**Director
Nominations**
We
do not have a standing nominating committee though we intend to form a corporate governance and nominating committee as and when required
to do so by law or Nasdaq rules. In accordance with Rule 5605(e)(2) of the Nasdaq rules, a majority of the independent directors may
recommend a director nominee for selection by our board of directors. Our board of directors believes that the independent directors
can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing
nominating committee. The directors who will participate in the consideration and recommendation of director nominees are Diarmuid Cummins,
Amy Gershkoff Bolles, Jason Park, Anna Marie Wagner and Simon Watson. In accordance with Rule 5605(e)(1)(A) of the Nasdaq rules, all
such directors are independent. As there is no standing nominating committee, we do not have a nominating committee charter in place.
The
board of directors will also consider director candidates recommended for nomination by our shareholders during such times as they are
seeking proposed nominees to stand for appointment at the next annual general meeting (or, if applicable, an extraordinary general meeting).
Our shareholders that wish to nominate a director for appointment to our board of directors should follow the procedures set forth in
our amended and restated memorandum and articles of association.
We
have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess.
In general, in identifying and evaluating nominees for director, our board of directors considers educational background, diversity of
professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent
the best interests of our shareholders. Prior to our initial business combination, holders of our public shares will not have the right
to recommend director candidates for nomination to our board of directors.
****
**Compensation
Committee Interlocks and Insider Participation**
None
of our executive officers currently serves, and in the past year has not served, as a member of the compensation committee of any entity
that has one or more executive officers serving on our board of directors.
****
**Clawback
Policy**
We
have adopted a compensation recovery policy that is compliant with Nasdaq listing rules as required by the Dodd-Frank Act.
****
**Code
of Ethics**
We
have adopted a Code of Ethics applicable to our directors, officers and employees. We filed a copy of our Code of Ethics as an exhibit
to the registration statement relating to the Initial Public Offering. You are able to review this document by accessing our public filings
at the SECs website at www.sec.gov. In addition, a copy of the Code of Ethics and the charters of the committees of our board
of directors will be provided without charge upon request from us. If we make any amendments to our Code of Ethics other than technical,
administrative or other non-substantive amendments, or grant any waiver, including any implicit waiver, from a provision of the Code
of Ethics applicable to our principal executive officer, principal financial officer principal accounting officer or controller or persons
performing similar functions requiring disclosure under applicable SEC or Nasdaq rules, we will disclose the nature of such amendment
or waiver on our website. The information included on our website is not incorporated by reference into this Form 10-K or in any other
report or document we file with the SEC, and any references to our website are intended to be inactive textual references only.
****
**Section
16(a) Beneficial Ownership Reporting Compliance**
Section
16(a) of the Exchange Act requires our officers, directors and persons who own more than ten percent of a registered class of our equity
securities to file reports of ownership and changes in ownership with the SEC. Officers, directors and ten percent shareholders are required
by regulation to furnish us with copies of all Section 16(a) forms they file. Based solely on review of the copies of such forms furnished
to us, or written representations that no Forms 5 were required, we believe that, during the fiscal year ended December 31, 2025, all
Section 16(a) filing requirements applicable to our officers and directors were complied with.
****
**Conflicts
of Interest**
Under
Cayman Islands law, directors and officers owe the following fiduciary duties:
| 
| 
(i) | 
duty to act in good faith
in what the director or officer believes to be in the best interests of the company as a whole; | |
| 
| 
(ii) | 
duty to exercise powers
for the purposes for which those powers were conferred and not for a collateral purpose; | |
| 
| 
(iii) | 
directors should not improperly
fetter the exercise of future discretion; | |
| 
| 
(iv) | 
duty to exercise powers
fairly as between different sections of shareholders; | |
67
| 
| 
(v) | 
duty not to put themselves
in a position in which there is a conflict between their duty to the company and their personal interests; and | |
| 
| 
(vi) | 
duty to exercise independent
judgment. | |
In
addition to the above, directors also owe a duty of care which is not fiduciary in nature. This duty has been defined as a requirement
to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person
carrying out the same functions as are carried out by that director in relation to the company and the general knowledge skill and experience
of that director.
As
set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing,
or to otherwise benefit as a result of their position. However, in some instances what would otherwise be a breach of this duty can be
forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors. This can be done by
way of permission granted in the memorandum and articles of association or alternatively by shareholder approval at general meetings.
Each
of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations
to at least one other entity pursuant to which such officer or director is or will be required to present a business combination opportunity
to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable
for an entity to which he or she has 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 entity, subject to their fiduciary duties under Cayman
Islands law. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by applicable
law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract,
to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce
any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be
a corporate opportunity for any director or officer, on the one hand, and us, on the other. We do not believe, however, that the fiduciary
duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination
because the other entities to which our officers and directors currently owe fiduciary duties or contractual obligations are not themselves
in the business of engaging in business combinations.
Below
is a table summarizing the entities to which our officers and directors currently have fiduciary duties or contractual obligations:
| 
Individual | 
| 
Entity | 
| 
Entitys
Business | 
| 
Affiliation | |
| 
Eli Baker | 
| 
Hemisphere Capital Management | 
| 
Special opportunity investments | 
| 
Principal | |
| 
| 
| 
Manifest Investment Partner | 
| 
Venture/growth equity | 
| 
Principal | |
| 
| 
| 
Infinite Eagle Acquisition Corp. | 
| 
Special purpose acquisition company | 
| 
Chief Executive Officer and Director | |
| 
| 
| 
| 
| 
| 
| 
| |
| 
Ryan OConnor | 
| 
Infinite Eagle Acquisition Corp. | 
| 
Special purpose acquisition company | 
| 
Chief Financial Officer | |
| 
| 
| 
| 
| 
| 
| 
| |
| 
Harry E. Sloan | 
| 
Lions Gate Entertainment Corp. | 
| 
Motion picture and television | 
| 
Director | |
| 
| 
| 
Lionsgate Studios Corp. | 
| 
Motion picture and television | 
| 
Director | |
| 
| 
| 
Ginkgo Bioworks Holdings, Inc. | 
| 
Biotechnology | 
| 
Director | |
| 
| 
| 
Draftkings, Inc. | 
| 
Digital sports entertainment and gaming | 
| 
Vice Chairman | |
| 
| 
| 
Infinite Eagle Acquisition Corp. | 
| 
Special purpose acquisition company | 
| 
Co-Chairman | |
| 
| 
| 
| 
| 
| 
| 
| |
| 
Jeff Sagansky | 
| 
WillScot Corporation | 
| 
Modular space and portable storage | 
| 
Director | |
| 
| 
| 
Sharecare, Inc. | 
| 
Health and wellness | 
| 
Director | |
| 
| 
| 
Omio | 
| 
Travel and ticketing | 
| 
Director | |
| 
| 
| 
Imagine Entertainment | 
| 
Entertainment production | 
| 
Director | |
| 
| 
| 
Kapital Entertainment | 
| 
Entertainment production | 
| 
Director | |
| 
| 
| 
Infinite Eagle Acquisition Corp. | 
| 
Special purpose acquisition company | 
| 
Co-Chairman | |
| 
| 
| 
| 
| 
| 
| 
| |
| 
Diarmuid Cummins | 
| 
RIVET | 
| 
Non-profit organization | 
| 
Director | |
| 
| 
| 
| 
| 
| 
| 
| |
| 
Jason Park | 
| 
DraftKings, Inc. | 
| 
Digital sports entertainment and gaming | 
| 
Officer | |
| 
| 
| 
Pine Street Inn | 
| 
Non-profit organization | 
| 
Director | |
| 
| 
| 
Corner Growth Acquisition Corp. 2 | 
| 
Special purpose acquisition company | 
| 
Director | |
| 
| 
| 
Corner Growth Acquisition Corp. | 
| 
Special purpose acquisition company | 
| 
Director | |
| 
| 
| 
Infinite Eagle Acquisition Corp. | 
| 
Special purpose acquisition company | 
| 
Director | |
| 
| 
| 
| 
| 
| 
| 
| |
| 
Anna Marie Wagner | 
| 
AutoSci Advisory, LLC | 
| 
Consulting services | 
| 
Owner and Managing Partner | |
| 
| 
| 
| 
| 
| 
| 
| |
| 
Simon Watson | 
| 
Infinite Eagle Acquisition Corp. | 
| 
Special purpose acquisition company | 
| 
Director | |
68
In
addition, our Sponsor and our officers and directors may Sponsor or form other special purpose acquisition companies similar to ours
or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. Any such
companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination. However,
because the other entities to which our officers and directors currently owe fiduciary duties or contractual obligations are not themselves
in the business of engaging in business combinations, and because we expect that our company will generally have priority over any other
special purpose acquisition companies subsequently formed by our Sponsor, officers or directors with respect to acquisition opportunities
until we complete our initial business combination or enter into a contractual agreement that would restrict our ability to engage in
material discussions regarding a potential initial business combination, we do not believe that any such potential conflicts would materially
affect our ability to complete our initial business combination.
There
may be actual or potential material conflicts of interest between our Sponsor, its affiliates or promoters on the one hand, and our public
investors on the other hand. In addition to the above, potential investors should be aware of the following potential conflicts of interest:
| 
| 
| 
Our officers and directors
are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating
their time between our operations and our search for a business combination and their other businesses. We do not intend to have
any full-time employees prior to the completion of our initial business combination. Each of our officers is engaged in several other
business endeavors for which he may be entitled to substantial compensation, and our officers are not obligated to contribute any
specific number of hours per week to our affairs. | |
| 
| 
| 
Our initial shareholders
purchased Founder Shares prior to the Initial Public Offering and our Sponsor purchased Private Placement Shares in transactions
that closed simultaneously with the closing of the Initial Public Offering and the closing of the Over-Allotment Option. Our Sponsor,
officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption
rights with respect to their Founder Shares, Private Placement Shares and any public shares they may acquire in connection with the
completion of our initial business combination. Additionally, our Sponsor, officers and directors have agreed to waive their rights
to liquidating distributions from the Trust Account with respect to their Founder Shares and Private Placement Shares if we fail
to complete our initial business combination within the prescribed time frame, although they will be entitled to liquidating distributions
from assets outside the Trust Account. Furthermore, our Sponsor, officers and directors have agreed not to transfer, assign or sell
any of their Founder Shares and any Class A ordinary shares issuable upon conversion thereof until the earlier to occur of: (i) one
year after the completion of our initial business combination or (ii) the date following the completion of our initial business combination
on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our shareholders having
the right to exchange their ordinary shares for cash, securities or other property and our Sponsor has agreed not to transfer, assign
or sell any of its Private Placement Shares until 30 days after the completion of our initial business combination. Notwithstanding
the foregoing, if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions,
share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period,
provided such release shall not occur earlier than 180 days after our initial business combination, the Founder Shares and Private
Placement Shares will be released from the lockup. Because our Sponsor and members of our management team will directly or indirectly
own our securities following the Initial Public Offering, and accordingly, they may have a conflict of interest in determining whether
a particular target business is an appropriate business with which to effectuate our initial business combination and in negotiating
or accepting the terms of the transaction because of their financial interest in completing an initial business combination within
the completion window. Our Sponsor paid a nominal aggregate purchase price of $25,000 for the Founder Shares, or approximately $0.0004
per share. Accordingly, our management team, which owns interest in our Sponsor, may be more willing to pursue a business combination
with a riskier or less-established target business than would be the case if our Sponsor had paid the same per share price for the
Founder Shares as our public shareholders paid for their public shares. The low price that our Sponsor, executive officers and directors
(directly or indirectly) paid for the Founder Shares creates an incentive whereby our officers and directors could potentially make
a substantial profit even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders.
If we are unable to complete our initial business combination within the completion window, the Founder Shares may expire worthless,
except to the extent they receive liquidating distributions from assets outside the Trust Account, which could create an incentive
for our Sponsor, executive officers and directors to complete a transaction even if we select an acquisition target that subsequently
declines in value and is unprofitable for public shareholders. | |
69
| 
| 
| 
In the event our Sponsor
or members of our management team provide loans to us to finance transaction costs and/or incur expenses on our behalf in connection
with an initial business combination, such persons may have a conflict of interest in determining whether a particular target business
is an appropriate business with which to effectuate our initial business combination as such loans may not be repaid and/or such
expenses may not be reimbursed unless we consummate such business combination. | |
| 
| 
| 
Our officers and directors
may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any
such officers and directors were to be included by a target business as a condition to any agreement with respect to our initial
business combination. | |
We
are not prohibited from pursuing an initial business combination with a business combination target that is affiliated with our Sponsor,
officers or directors or completing the business combination through a joint venture or other form of shared ownership with our Sponsor,
officers or directors; accordingly, such affiliated person(s) may have a conflict of interest in determining whether a particular target
business is an appropriate business with which to effectuate our initial business combination as such affiliated person(s) would have
interests different from our public shareholders and would likely not receive any financial benefit unless we consummated such business
combination. In the event we seek to complete our initial business combination with a business combination target that is affiliated
(as defined in our amended and restated memorandum and articles of association) with our Sponsor, officers or directors, we, or a committee
of independent directors, would obtain an opinion from an independent investment banking which is a member of FINRA or another independent
entity that commonly renders valuation opinions stating that the consideration to be paid by us in such initial business combination
is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context. Further, commencing
on the date our securities are first listed on Nasdaq, we will also pay an affiliate of our Sponsor, for office space and administrative
services provided to members of our management team in an amount equal to $15,000 per month. In addition, we have agreed, pursuant to
the administrative services and indemnification agreement with our Sponsor relating to the monthly payment for office space and administrative
services described above, that we will indemnify our Sponsor from any claims arising out of or relating to the Initial Public Offering
or the companys operations or conduct of the companys business or any claim against our Sponsor alleging any expressed
or implied management or endorsement by our Sponsor of any of the companys activities or any express or implied association between
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
cannot assure you that any of the above mentioned conflicts will be resolved in our favor.
In
the event that we submit our initial business combination to our public shareholders for a vote, our Sponsor, officers and directors
have agreed to vote their Founder Shares, Private Placement Shares and any shares purchased during or after the offering in favor of
our initial business combination (except with respect to any such public shares which may not be voted in favor of approving the business
combination transaction in accordance with the requirements of Rule 14e-5 under the Exchange Act and any SEC interpretations or guidance
relating thereto).
****
**Limitation
on Liability and Indemnification of Officers and Directors**
Cayman
Islands law does not limit the extent to which a companys memorandum and articles of association may provide for indemnification
of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public
policy, such as to provide indemnification against willful default, fraud or the consequences of committing a crime. Our amended and
restated memorandum and articles of association provide for indemnification of our officers and directors to the maximum extent permitted
by law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful
neglect. We expect to purchase a policy of directors and officers liability insurance that insures our officers and directors
against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify
our officers and directors.
Our
officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the Trust Account,
and have agreed to waive any right, title, interest or claim of any kind they may have in the future as a result of, or arising out of,
any services provided to us and will not seek recourse against the Trust Account for any reason whatsoever. Accordingly, any indemnification
provided will only be able to be satisfied by us if (i) we have sufficient funds outside of the Trust Account or (ii) we consummate an
initial business combination.
70
Our
indemnification obligations may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their
fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and
directors, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholders
investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors
pursuant to these indemnification provisions.
We
believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced
officers and directors.
****
**Item
11. Executive Compensation.**
None
of our executive officers or directors have received any cash compensation for services rendered to us. Commencing on the date that our
securities are first listed on Nasdaq through the earlier of consummation of our initial business combination and our liquidation, we
will reimburse an affiliate of our Sponsor for office space and administrative services provided to members of our management team in
an amount equal to $15,000 per month. In addition, our Sponsor, executive officers and directors, or any of their respective affiliates
will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential
target businesses and performing due diligence on suitable business combinations. In addition, we have agreed, pursuant to the administrative
services and indemnification agreement with our Sponsor relating to the monthly payment for office space and administrative services
described above, that we will indemnify our Sponsor from any claims arising out of or relating to the Initial Public Offering or the
companys operations or conduct of the companys business or any claim against our Sponsor alleging any expressed or implied
management or endorsement by our Sponsor of any of the Companys activities or any express or implied association between 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. Our audit committee will review on a quarterly basis all payments that were made to our Sponsor, executive officers or
directors, or our or their affiliates. Any such payments prior to an initial business combination will be made from (i) funds held outside
the Trust Account or (ii) interest earned on the Trust Account and released to us to fund our working capital requirements (subject to
an annual limit of $1,000,000). Other than quarterly audit committee review of such reimbursements, we do not expect to have any additional
controls in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket expenses incurred
in connection with our activities on our behalf in connection with identifying and consummating an initial business combination. Furthermore,
our independent directors has received membership interests in our Sponsor as compensation for their service as directors to the company.
Each of Diarmuid Cummins, Amy Gershkoff Bolles, Jason Park, Anna Marie Wagner and Simon Watson has received membership interests in our
Sponsor representing 25,000 Founder Shares for their service as a director.
After
the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting
or management fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in
the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed business combination.
We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of
management. It is unlikely the amount of such compensation will be known at the time of the proposed business combination, because the
directors of the post-combination business will be responsible for determining executive officer and director compensation.
Any
compensation to be paid to our executive officers will be determined, or recommended to the board of directors for determination, either
by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of
directors.
We
do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation
of our initial business combination, although it is possible that some or all of our executive officers and directors may negotiate employment
or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or
consulting arrangements to retain their positions with us may influence our managements motivation in identifying or selecting
a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business
combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any
agreements with our executive officers and directors that provide for benefits upon termination of employment.
71
****
**Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters.**
The
following table sets forth information regarding the beneficial ownership of our ordinary shares as of March 23, 2026 by:
| 
| 
| 
each person known by us
to be the beneficial owner of more than 5% of our issued and outstanding Class A ordinary shares; | |
| 
| 
| 
each of our officers and
directors; and | |
| 
| 
| 
all our officers and directors
as a group. | |
Unless
otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all of our
ordinary shares beneficially owned by them.
The
beneficial ownership of our ordinary shares is based on 26,158,000 Class A ordinary shares and 5,160,000 Founder Shares issued and
outstanding as of March 23, 2026.
| 
Name and
Address of Beneficial Owner(1) | 
| 
Number
of Class A
Ordinary Shares
Beneficially Owned | 
| 
| 
Number
of Founder
Shares Beneficially
Owned(2) | 
| 
| 
Approximate
Percentage of Total
Voting Power | 
| |
| 
Eagle Equity
Partners IV, LLC (our Sponsor)(3) | 
| 
| 
358,000 | 
| 
| 
| 
5,160,000 | 
| 
| 
| 
17.62 | 
% | |
| 
Harry E. Sloan | 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| |
| 
Eli Baker | 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| |
| 
Ryan OConnor | 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| |
| 
Jeff Sagansky | 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| |
| 
Diarmuid Cummins | 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| |
| 
Amy Gershkoff Bolles | 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| |
| 
Jason Park | 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| |
| 
Anna Marie Wagner | 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| |
| 
Simon Watson | 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| |
| 
All officers and directors
as a group (9 individuals) | 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| |
72
| 
Name and Address of Beneficial Owner Five Percent Holders | | 
Number of Class A Ordinary Shares Beneficially Owned | | | 
Approximate Percentage of Outstanding Class A Ordinary Shares | | |
| 
Harraden Circle Investments, LLC(4) | | 
| 2,555,739 | | | 
| 9.77 | % | |
| 
AQR Capital Management, LLC(5) | | 
| 2,072,363 | | | 
| 7.92 | % | |
| 
Barclays PLC(6) | | 
| 1,862,500 | | | 
| 7.34 | % | |
| 
Meteora Capital, LLC(7) | | 
| 1,361,224 | | | 
| 5.20 | % | |
| 
(1) | 
Unless otherwise noted,
the business address of each of the following is 955 Fifth Avenue, New York, NY, 10075. | |
| 
(2) | 
Such shares will automatically
convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination
on a one-for-one basis, subject to adjustment. | |
| 
(3) | 
Eagle Equity Partners IV,
LLC is the record holder of the shares reported herein. There are three managing members of Eagle Equity Partners IV, LLC, Harry
E. Sloan. Eli Baker and Jeff Sagansky. Each managing member has one vote, and the approval of a majority is required to approve an
action. Under the so-called rule of three, if voting and dispositive decisions regarding an entitys securities
are made by three or more individuals, and voting or dispositive decisions require the approval of a majority of those individuals,
then none of the individuals is deemed a beneficial owner of the entitys securities. Based on the foregoing, no individual
managing member of Eagle Equity Partners IV, LLC exercises voting or dispositive control over any of the securities held by the entity,
even those in which he holds a pecuniary interest. Accordingly, none of them will be deemed to have or share beneficial ownership
of such shares. | |
| 
(4) | 
According
to a schedule 13G filed on February 13, 2026, interests shown are held by (i) Harraden Circle
Investors, LP (Harraden Fund), (ii) Harraden Circle Special Opportunities,
LP (Harraden Special Op Fund), (iii) Harraden Circle Strategic Investments,
LP (Harraden Strategic Fund), and (iv) Harraden Circle Concentrated, LP (Harraden
Concentrated Fund). Harraden Circle Investors GP, LP (Harraden GP) is
the general partner to Harraden Fund, Harraden Special Op Fund, Harraden Strategic Fund,
and Harraden Concentrated Fund, and Harraden Circle Investors GP, LLC (Harraden LLC)
is the general partner of Harraden GP. Harraden Circle Investments, LLC (Harraden
Adviser) serves as investment manager to Harraden Fund, Harraden Special Op Fund,
Harraden Strategic Fund, Harraden Concentrated Fund, and other high net worth individuals.
Frederick V. Fortmiller, Jr. is the managing member of each of Harraden LLC and Harraden
Adviser. In such capacities, each of Harraden GP, Harraden LLC, Harraden Adviser and Mr.
Fortmiller may be deemed to indirectly beneficially own the Shares reported herein directly
beneficially owned by Harraden Fund, Harraden Special Op Fund, Harraden Strategic Fund, and
Harraden Concentrated Fund. The address of this shareholder is 885 Third Avenue, Suite 2600B,
New York, NY 10022. | |
| 
| 
| |
| 
(5) | 
According
to a Schedule 13G filed on May 14, 2025, interests shown are held by (i) AQR Capital Management, LLC, a Delaware limited liability
company, (ii) AQR Capital Management Holdings, LLC, a Delaware limited liability company and (iii) AQR Arbitrage, LLC, a Delaware
limited liability company. AQR Capital Management, LLC is a wholly owned subsidiary of AQR Capital Management Holdings, LLC. AQR
Arbitrage, LLC is deemed to be controlled by AQR Capital Management, LLC. The address of this shareholder is One Greenwich Plaza,
Greenwich, Connecticut 06830. | |
| 
| 
| |
| 
(6) | 
According
to a Schedule 13G/A filed on March 21, 2025, interest shown are held by Barclays PLC, a public limited company incorporated under
the laws of the United Kingdom. The address of this shareholder is 1 Churchill Place, London, E14 5HP, United Kingdom. | |
| 
| 
| |
| 
(7) | 
According
to a Schedule 13G filed on November 14, 2025, interests shown are held by certain funds and
managed accounts to which Meteora Capital, LLC, a Delaware limited liability company (Meteora
Capital) serves as investment manager. The managing member of Meteora Capital is a
Vik Mittal. The address of this shareholder is 1200 N Federal Hwy, #200, Boca Raton FL 33432 | |
73
****
**Item
13. Certain Relationships and Related Transactions, and Director Independence**
****
**Founder
Shares**
On
March 23, 2021, our Sponsor purchased an aggregate of 57,500,000 Founder Shares in exchange for a capital contribution of $25,000, or
approximately $0.0004 per share. On June 25, 2024, our Sponsor surrendered for no consideration 50,312,500 Founder Shares, resulting
in our Sponsor holding an aggregate of 7,187,500 Founder Shares. The number of Founder Shares outstanding following the surrender was
determined based on the expectation that the total size of the Initial Public Offering would be a maximum of 28,750,000 shares if the
Over-Allotment Option was exercised in full, and therefore that such Founder Shares would represent 16.67% of the outstanding shares
after the Initial Public Offering (excluding the Private Placement Shares and after taking into account the Sponsors forfeiture
of Founder Shares in respect of the Eagle Share Rights). On December 9, 2024, in connection with the partial exercise of the Over-Allotment
Option, the Sponsor forfeited 2,027,500 Founder Shares, resulting in the Sponsor holding an aggregate of 5,160,000 Founder Shares.
****
**Private
Placement Shares**
Our
Sponsor purchased an aggregate of 350,000 Private Placement Shares, at a price of $10.00 per share, or $3,500,000 in the aggregate, in
a private placement that closed simultaneously with the closing of the Initial Public Offering. On December 9, 2024, in connection with
the partial exercise of the Over-Allotment Option, the Company completed the private sale of an additional 8,000 Private Placement Shares
to the Sponsor at a price of $10.00 per share, generating gross proceeds to the Company of $80,000.
****
**Related
Party Loans**
On
March 12, 2021, the Company issued a promissory note to the Sponsor, pursuant to which the Company could borrow up to an aggregate
principal amount of $300,000. On June 26, 2024, the Company and the Sponsor amended and restated such promissory note (the
Amended and Restated Formation and Regulatory Expenses Promissory Note), increasing the amount that the Company may
borrow thereunder to $600,000. The Amended and Restated Formation and Regulatory Expenses Promissory Note is non-interest bearing
and payable on the earlier of the completion of the business combination or the Companys liquidation. As of December 31,
2025 and 2024, there was $542,795 outstanding under the Amended and Restated Formation and Regulatory Expenses Promissory
Note.
On
June 26, 2024, the Company issued the Initial Public Offering Promissory Note to the Sponsor, pursuant to which the Company may borrow
up to an aggregate principal amount of $400,000. The Initial Public Offering Promissory Note was non-interest bearing and payable on
the earlier of (i) December 31, 2024 or (ii) the completion of the Initial Public Offering. On October 25, 2024, the Initial Public Offering
Promissory Note then outstanding of $80,500 was repaid in full.
****
**Administrative
Services and Indemnification Agreement**
On
October 23, 2024, the Company entered into an Administrative Services and Indemnification Agreement. We agreed to pay an affiliate of
the Sponsor $15,000 per month for office space and administrative services and to provide indemnification to the Sponsor from any claims
arising out of or relating to the Initial Public Offering or the Companys operations or conduct of the Companys business
or any claim against the Sponsor alleging any expressed or implied management or endorsement by the Sponsor of any of the Companys
activities or any express or implied association between the Sponsor and the Company or any of its affiliates, which agreement provides
that the indemnified parties cannot access the funds held in the Trust Account. For the year ended December 31, 2025, the Company incurred
$180,000 in administrative services expenses under the arrangement.
74
****
**Item
14. Principal Accounting Fees and Services.**
The
firm of WithumSmith+Brown, PC acts as our independent registered public accounting firm. The following is a summary of fees paid to WithumSmith+Brown,
PC for services rendered.
**
*Audit
Fees*. Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and
services that are normally provided by WithumSmith+Brown, PC in connection with regulatory filings. The aggregate fees billed by WithumSmith+Brown,
PC for audit fees, inclusive of required filings with the SEC for the years ended December 31, 2025 and 2024 and of services rendered
in connection with our Initial Public Offering, amounted to $94,640 and $82,680, respectively.
**
*Audit-Related
Fees*. Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance of
the audit or review of our year-end financial statements and are not reported under Audit Fees. These services include
attest services that are not required by statute or regulation and consultation concerning financial accounting and reporting standards.
During the years ended December 31, 2025 and 2024, we did not pay WithumSmith+Brown, PC any audit-related fees.
**
*Tax
Fees*. Tax fees consist of fees billed for professional services relating to tax compliance, tax planning and tax advice. During the
years ended December 31, 2025 and 2024, we did not pay WithumSmith+Brown, PC any tax fees.
**
*All
Other Fees*. All other fees consist of fees billed for all other services. During the years ended December 31, 2025 and 2024, we did
not pay WithumSmith+Brown, PC any other fees.
****
**Pre-Approval
Policy**
Our
audit committee was formed upon the consummation of our Initial Public Offering. As a result, the audit committee did not pre-approve
all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board
of directors. Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve
all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject
to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to
the completion of the audit).
75
****
**PART
IV**
****
**Item
15. Exhibits, Financial Statement Schedules.**
| 
(a) | 
The following documents
are filed as part of this Annual Report on Form 10-K: | |
| 
| 
1. | 
Financial Statements: See
Index to Financial Statements at Item 8. Financial Statements and Supplementary Data herein. | |
| 
(b) | 
Financial Statement Schedules.
All schedules are omitted for the reason that the information is included in the financial statements or the notes thereto or that
they are not required or are not applicable. | |
| 
(c) | 
Exhibits: The exhibits
listed in the Exhibit Index below are filed or incorporated by reference as part of this Annual Report on Form 10-K. | |
****
**Exhibit
Index**
| 
Exhibit
Number | 
| 
Description | |
| 
1.1 | 
| 
Underwriting
Agreement, dated October 23, 2024, by and among the Company and UBS Securities LLC and Jefferies LLC as representatives of the underwriters
(incorporated by reference to Exhibit 1.1 to the Companys Current Report on Form 8-K (File No. 001-42385, filed with the Securities
and Exchange Commission on October 25, 2024). | |
| 
3.1 | 
| 
Amended
and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Companys Current Report
on Form 8-K (File No. 001-42385, filed with the Securities and Exchange Commission on October 25, 2024). | |
| 
4.1 | 
| 
Specimen
Ordinary Share Certificate (incorporated by reference to Exhibit 4.1 to the Companys Registration Statement on Form S-1 (File
No. 333-282268), filed with the Securities and Exchange Commission on September 20, 2024). | |
| 
4.2 | 
| 
Specimen
Eagle Share Right Certificate (incorporated by reference to Exhibit 4.2 to Amendment No. 1 to the Companys Registration
Statement on Form S-1 (File No. 333-282268), filed with the Securities and Exchange Commission on October 9, 2024). | |
| 
4.3 | 
| 
Specimen
Unit Certificate (incorporated by reference to Exhibit 4.3 to Amendment No. 1 to the Companys Registration Statement on Form
S-1 (File No. 333-282268), filed with the Securities and Exchange Commission on October 9, 2024). | |
| 
4.4 | 
| 
Rights
Agreement, dated October 23, 2024, by and between the Company and Continental Stock Transfer & Trust Company, as rights agent
(incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K (File No. 001-42385, filed with the Securities
and Exchange Commission on October 25, 2024). | |
| 
4.5* | 
| 
Description of Registrants Securities. | |
| 
10.1 | 
| 
Letter
Agreement, dated October 23, 2024 , by and among the Company, its executive officers, its directors and Eagle Equity Partners IV,
LLC (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K (File No. 001-42385, filed with
the Securities and Exchange Commission on October 25, 2024). | |
76
| 
10.2 | 
| 
Investment
Management Trust Agreement, dated October 23, 2024, by and between the Company and Continental Stock Transfer & Trust Company,
as trustee (incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K (File No. 001-42385, filed
with the Securities and Exchange Commission on October 25, 2024). | |
| 
10.3 | 
| 
Registration
Rights Agreement, dated October 23, 2024, by and among the Company, Eagle Equity Partners IV, LLC and the Holders signatory thereto
(incorporated by reference to Exhibit 10.3 to the Companys Current Report on Form 8-K (File No. 001-42385, filed with the
Securities and Exchange Commission on October 25, 2024). | |
| 
10.4 | 
| 
Private
Placement Shares Purchase Agreement, dated October 23, 2024, by and between the Company and Eagle Equity Partners IV, LLC (incorporated
by reference to Exhibit 10.4 to the Companys Current Report on Form 8-K (File No. 001-42385, filed with the Securities and
Exchange Commission on October 25, 2024). | |
| 
10.5 | 
| 
Administrative
Services and Indemnification Agreement, dated October 23, 2024, by and between the Company, Eagle Equity Partners IV, LLC and an
affiliate of Eagle Equity Partners IV, LLC (incorporated by reference to Exhibit 10.5 to the Companys Current Report on Form
8-K (File No. 001-42385, filed with the Securities and Exchange Commission on October 25, 2024). | |
| 
10.6 | 
| 
Form
of Indemnity Agreement (incorporated by reference to Exhibit 10.5 to the Companys Registration Statement on Form S-1 (File
No. 333-282268, filed with the Securities and Exchange Commission on September 20, 2024). | |
| 
10.7 | 
| 
Amended
and Restated Formation and Regulatory Expenses Promissory Note issued to Eagle Equity Partners IV, LLC (incorporated by reference
to Exhibit 10.6 to the Companys Registration Statement on Form S-1 (File No. 333-282268, filed with the Securities and Exchange
Commission on September 20, 2024). | |
| 
10.8 | 
| 
Initial
Public Offering Promissory Note issued to Eagle Equity Partners IV, LLC (incorporated by reference to Exhibit 10.7 to the Companys
Registration Statement on Form S-1 (File No. 333-282268, filed with the Securities and Exchange Commission on September 20, 2024). | |
| 
10.9 | 
| 
Securities
Subscription Agreement between the Company and Eagle Equity Partners IV, LLC (incorporated by reference to Exhibit 10.8 to the Companys
Registration Statement on Form S-1 (File No. 333-282268, filed with the Securities and Exchange Commission on September 20, 2024). | |
| 
14 | 
| 
Code
of Ethics (incorporated by reference to Exhibit 14.1 to the Companys Registration Statement on Form S-1 (File No. 333-282268,
filed with the Securities and Exchange Commission on September 20, 2024). | |
| 
24 | 
| 
Power of Attorney (included on signature page of this report). | |
| 
31.1* | 
| 
Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a). | |
| 
31.2* | 
| 
Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a). | |
| 
32.1** | 
| 
Certification
of the Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350. | |
| 
32.2** | 
| 
Certification
of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350. | |
| 
97.1* | 
| 
Policy relating to recovery of erroneously awarded compensation, as required by applicable listing standards adopted pursuant to 17 CFR 240.10D-1. (incorporated by reference to Exhibit 97.1 to the Companys Annual Report on Form 10-K (File No. 001-42385, filed with the Securities and Exchange Commission on March 28, 2025) | |
| 
101.INS | 
| 
Inline XBRL Instance Document. | |
| 
101.SCH | 
| 
Inline XBRL Taxonomy Extension Schema Document. | |
| 
101.CAL | 
| 
Inline XBRL Taxonomy Extension Calculation Linkbase
Document. | |
| 
101.DEF | 
| 
Inline XBRL Taxonomy Extension Definition Linkbase
Document. | |
| 
101.LAB | 
| 
Inline XBRL Taxonomy Extension Label Linkbase Document. | |
| 
101.PRE | 
| 
Inline XBRL Taxonomy Extension Presentation Linkbase
Document. | |
| 
104 | 
| 
Cover Page Interactive Data File. (formatted as Inline
XBRL and contained in Exhibit 101). | |
| 
* | 
Filed herewith | |
| 
** | 
Furnished herewith | |
77
****
**SIGNATURES**
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
| 
Date: March 23, 2026 | 
Bold Eagle
Acquisition Corp. | |
| 
| 
| |
| 
| 
By: | 
/s/
Eli Baker | |
| 
| 
| 
Name: | 
Eli Baker | |
| 
| 
| 
Title: | 
Chief Executive Officer
and Director | |
**POWER
OF ATTORNEY**
KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Eli Baker, Harry E. Sloan, and
Ryan OConnor, and each or any one of them, his true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report
on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the United States Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or his or
her substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
| 
/s/
Eli Baker | 
| 
Chief Executive
Officer and Director | 
| 
March 23,
2026 | |
| 
Eli Baker | 
| 
(Principal Executive Officer) | 
| 
| |
| 
| 
| 
| 
| 
| |
| 
/s/ Ryan OConnor | 
| 
Chief Financial Officer | 
| 
March
23, 2026 | |
| 
Ryan OConnor | 
| 
(Principal Financial and
Accounting Officer) | 
| 
| |
| 
| 
| 
| 
| 
| |
| 
/s/ Harry
E. Sloan | 
| 
Co-Chairman | 
| 
March 23, 2026 | |
| 
Harry E. Sloan | 
| 
| 
| 
| |
| 
| 
| 
| 
| 
| |
| 
/s/ Jeff Sagansky | 
| 
Co-Chairman | 
| 
March 23, 2026 | |
| 
Jeff Sagansky | 
| 
| 
| 
| |
| 
| 
| 
| 
| 
| |
| 
/s/ Diarmuid
Cummins | 
| 
Director | 
| 
March 23, 2026 | |
| 
Diarmuid Cummins | 
| 
| 
| 
| |
| 
| 
| 
| 
| 
| |
| 
/s/ Amy Gershkoff
Bolles | 
| 
Director | 
| 
March 23, 2026 | |
| 
Amy Gershkoff Bolles | 
| 
| 
| 
| |
| 
| 
| 
| 
| 
| |
| 
/s/ Jason
Park | 
| 
Director | 
| 
March 23, 2026 | |
| 
Jason Park | 
| 
| 
| 
| |
| 
| 
| 
| 
| 
| |
| 
/s/ Anna Marie
Wagner | 
| 
Director | 
| 
March 23, 2026 | |
| 
Anna Marie Wagner | 
| 
| 
| 
| |
| 
| 
| 
| 
| 
| |
| 
/s/ Simon
Watson | 
| 
Director | 
| 
March 23, 2026 | |
| 
Simon Watson | 
| 
| 
| 
| |
78
****
**INDEX
TO FINANCIAL STATEMENTS**
****
| 
| 
| 
Page | |
| 
Report of Independent Registered Public Accounting Firm | 
| 
F-2 | |
| 
Balance Sheets as of December 31, 2025 and 2024 | 
| 
F-3 | |
| 
Statements of Operations For the Years Ended December 31, 2025 and 2024 | 
| 
F-4 | |
| 
Statements of Changes in Shareholders Deficit for the Years Ended December 31, 2025 and 2024 | 
| 
F-5 | |
| 
Statements of Cash Flows for the Years Ended December
31, 2025 and 2024 | 
| 
F-6 | |
| 
Notes to Financial Statements | 
| 
F-7 | |
F-1
****
**Report
of Independent Registered Public Accounting Firm**
To
the Shareholders and the Board of Directors of
Bold
Eagle Acquisition Corp.
**Opinion
on the Financial Statements**
We
have audited the accompanying balance sheets of Bold Eagle Acquisition Corp. (the Company) as of December 31, 2025 and
2024, the related statements of operations, changes in shareholders deficit, and cash flows for the years then ended, 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 2024, and the results of its operations
and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
**Going
Concern**
The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note
1 to the financial statements, if the Company is unable to complete a business combination by October 25, 2026, then the Company will
cease all operations except for the purpose of liquidating. These conditions raise substantial doubt about our ability to continue as
a going concern. Management plans to consummate an initial Business Combination prior to the end of the Combination Period. The date
for mandatory liquidation and subsequent dissolution raises substantial doubt about the Companys ability to continue as a going
concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
**Basis
for Opinion**
These
financial statements are the responsibility of the entitys management. Our responsibility is to express an opinion on these financial
statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United
States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the 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 audits,
we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion
on the effectiveness of the entitys internal control over financial reporting. Accordingly, we express no such opinion.
Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error
or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits
provide a reasonable basis for our opinion.
/s/
WithumSmith+Brown, PC
We
have served as the Company's auditor since 2021.
New
York, New York
March
20, 2026
PCAOB
ID Number 100
F-2
****
**BOLD
EAGLE ACQUISITION CORP.**
**Balance
SheetS**
| 
| | 
December 31, | | | 
December 31, | | |
| 
| | 
2025 | | | 
2024 | | |
| 
| | 
| | | 
| | |
| 
ASSETS: | | 
| | | 
| | |
| 
Current assets: | | 
| | | 
| | |
| 
Cash | | 
$ | 192,592 | | | 
$ | 183,491 | | |
| 
Prepaid expenses | | 
| 119,710 | | | 
| 176,487 | | |
| 
Total current assets | | 
| 312,302 | | | 
| 359,978 | | |
| 
| | 
| | | | 
| | | |
| 
Prepaid expenses - non-current | | 
| 447,113 | | | 
| 562,849 | | |
| 
Investments held in Trust Account | | 
| 269,835,824 | | | 
| 260,033,862 | | |
| 
Total assets | | 
$ | 270,595,239 | | | 
$ | 260,956,689 | | |
| 
| | 
| | | | 
| | | |
| 
| | 
| | | | 
| | | |
| 
LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS DEFICIT: | | 
| | | | 
| | | |
| 
| | 
| | | | 
| | | |
| 
Current liabilities: | | 
| | | | 
| | | |
| 
Accounts payable | | 
$ | 34,857 | | | 
$ | 62,055 | | |
| 
Accrued expenses | | 
| 153,851 | | | 
| 38,679 | | |
| 
Insurance loan payable | | 
| - | | | 
| 213,991 | | |
| 
Total current liabilities | | 
| 188,708 | | | 
| 314,725 | | |
| 
| | 
| | | | 
| | | |
| 
Promissory note - related party | | 
| 542,975 | | | 
| 542,975 | | |
| 
Deferred underwriting commissions | | 
| 9,030,000 | | | 
| 9,030,000 | | |
| 
Total liabilities | | 
$ | 9,761,683 | | | 
$ | 9,887,700 | | |
| 
| | 
| | | | 
| | | |
| 
Commitments and contingencies | | 
| | | | 
| | | |
| 
| | 
| | | | 
| | | |
| 
Class A ordinary shares subject to possible redemption, $0.0001 par value; 25,800,000 shares at $10.35 and $10.04 per share redemption value as of December 31, 2025 and December 31, 2024, respectively | | 
| 268,735,824 | | | 
| 258,933,862 | | |
| 
| | 
| | | | 
| | | |
| 
Shareholders Deficit: | | 
| | | | 
| | | |
| 
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding as of December 31, 2025 and December 31, 2024 | | 
| - | | | 
| - | | |
| 
| | 
| | | | 
| | | |
| 
Class A ordinary shares, $0.0001 par value; 400,000,000 shares authorized; 358,000 shares issued and outstanding (excluding 25,800,000 shares subject to possible redemption) as of December 31, 2025 and December 31, 2024 | | 
| 36 | | | 
| 36 | | |
| 
Class B ordinary shares, $0.0001 par value; 80,000,000 shares authorized; 5,160,000 shares issued and outstanding as of December 31, 2025 and December 31, 2024 | | 
| 516 | | | 
| 516 | | |
| 
Additional paid-in capital | | 
| - | | | 
| - | | |
| 
Accumulated deficit | | 
| (7,902,820 | ) | | 
| (7,865,425 | ) | |
| 
Total shareholders deficit | | 
| (7,902,268 | ) | | 
| (7,864,873 | ) | |
| 
Total liabilities, Class A Ordinary shares subject to possible redemption and shareholders deficit | | 
$ | 270,595,239 | | | 
$ | 260,956,689 | | |
*The
accompanying notes are an integral part of these financial statements.*
F-3
****
**BOLD
EAGLE ACQUISITION CORP.**
**StatementS
of Operations**
| 
| | 
For the Years Ended | | |
| 
| | 
December 31, | | | 
December 31, | | |
| 
| | 
2025 | | | 
2024 | | |
| 
| | 
| | | 
| | |
| 
General and administrative expenses | | 
$ | 1,037,395 | | | 
$ | 253,368 | | |
| 
Loss from operations | | 
| (1,037,395 | ) | | 
| (253,368 | ) | |
| 
| | 
| | | | 
| | | |
| 
Other income: | | 
| | | | 
| | | |
| 
Cancellation of indebtedness | | 
| - | | | 
| 26,534 | | |
| 
Change in fair value of Over-Allotment Option Liability | | 
| - | | | 
| 236,900 | | |
| 
Interest earned on investments held in Trust Account | | 
| 10,801,962 | | | 
| 2,033,862 | | |
| 
Total other income | | 
| 10,801,962 | | | 
| 2,297,296 | | |
| 
Net income | | 
$ | 9,764,567 | | | 
$ | 2,043,928 | | |
| 
| | 
| | | | 
| | | |
| 
Weighted average outstanding share, Class A redeemable ordinary shares, basic and diluted | | 
| 25,800,000 | | | 
| 4,695,082 | | |
| 
Basic and fully diluted net income per Class A redeemable ordinary shares | | 
$ | 0.31 | | | 
$ | 0.21 | | |
| 
| | 
| | | | 
| | | |
| 
Weighted average outstanding share, Class A and B non-redeemable ordinary shares, basic and diluted (1) | | 
| 5,518,000 | | | 
| 5,075,585 | | |
| 
Basic and fully
diluted net income per Class A and Class B non-redeemable ordinary shares | | 
$ | 0.31 | | | 
$ | 0.21 | | |
| 
(1) | Shares and associated amounts for 2024 have been retroactively adjusted to reflect the surrender of 50,312,500 shares in a recapitalization on June 25, 2024 and exclude an aggregate of up to 937,500 shares that were subject to forfeiture if the over-allotment was not exercised in full or in part by the underwriters. On December 9, 2024, in connection with the partial exercise of the Over-Allotment Option, the Sponsor forfeited 2,027,500 Class B ordinary shares, resulting in the Sponsor holding an aggregate of 5,160,000 Class B ordinary shares (see Note 5). | 
|
*The
accompanying notes are an integral part of these financial statements.*
F-4
****
**BOLD
EAGLE ACQUISITION CORP.**
**StatementS
of Changes in SHAREHOLDERS DEFICIT**
**FOR
THE YEAR ENDED DECEMBER 31, 2025**
****
| 
| | 
Ordinary Shares | | | 
Additional | | | 
| | | 
Total | | |
| 
| | 
Class A | | | 
Class B | | | 
Paid-in | | | 
Accumulated | | | 
Shareholders | | |
| 
| | 
Shares | | | 
Amount | | | 
Shares | | | 
Amount | | | 
Capital | | | 
Deficit | | | 
Deficit | | |
| 
Balance, December 31, 2024 | | 
| 358,000 | | | 
$ | 36 | | | 
| 5,160,000 | | | 
$ | 516 | | | 
$ | - | | | 
$ | (7,865,425 | ) | | 
$ | (7,864,873 | ) | |
| 
Accretion for Class A ordinary shares to redemption amount | | 
| - | | | 
| - | | | 
| - | | | 
| - | | | 
| - | | | 
| (9,801,962 | ) | | 
| (9,801,962 | ) | |
| 
Net income | | 
| - | | | 
| - | | | 
| - | | | 
| - | | | 
| - | | | 
| 9,764,567 | | | 
| 9,764,567 | | |
| 
Balance, December 31, 2025 | | 
| 358,000 | | | 
$ | 36 | | | 
| 5,160,000 | | | 
$ | 516 | | | 
$ | - | | | 
$ | (7,902,820 | ) | | 
$ | (7,902,268 | ) | |
**FOR
THE YEAR ENDED DECEMBER 31, 2024**
| 
| | 
Ordinary Shares | | | 
Additional | | | 
| | | 
Total | | |
| 
| | 
Class A | | | 
Class B | | | 
Paid-in | | | 
Accumulated | | | 
Shareholders | | |
| 
| | 
Shares | | | 
Amount | | | 
Shares | | | 
Amount | | | 
Capital | | | 
Deficit | | | 
Deficit | | |
| 
Balance, December 31, 2023(1) | | 
| - | | | 
$ | - | | | 
| 7,187,500 | | | 
$ | 719 | | | 
$ | 24,281 | | | 
$ | (59,715 | ) | | 
$ | (34,715 | ) | |
| 
Forfeiture of Class B shares upon partial exercise of over-allotment | | 
| - | | | 
| | | | 
| (2,027,500 | ) | | 
| (203 | ) | | 
| 203 | | | 
| - | | | 
| - | | |
| 
Sale of 358,000 Private Placement Class A Shares | | 
| 358,000 | | | 
| 36 | | | 
| - | | | 
| - | | | 
| 3,579,964 | | | 
| - | | | 
| 3,580,000 | | |
| 
Fair value of Rights at issuance | | 
| - | | | 
| - | | | 
| - | | | 
| - | | | 
| 6,966,000 | | | 
| - | | | 
| 6,966,000 | | |
| 
Allocated value of transaction costs to Private Placement Shares | | 
| - | | | 
| - | | | 
| - | | | 
| - | | | 
| (168,110 | ) | | 
| - | | | 
| (168,110 | ) | |
| 
Allocated value of transaction costs to Rights | | 
| - | | | 
| - | | | 
| - | | | 
| - | | | 
| (327,112 | ) | | 
| - | | | 
| (327,112 | ) | |
| 
Partial exercise of Over-Allotment Option | | 
| - | | | 
| - | | | 
| - | | | 
| - | | | 
| - | | | 
| 61,600 | | | 
| 61,600 | | |
| 
Accretion for Class A ordinary shares to redemption amount | | 
| - | | | 
| - | | | 
| - | | | 
| - | | | 
| (10,075,226 | ) | | 
| (9,911,238 | ) | | 
| (19,986,464 | ) | |
| 
Net income | | 
| - | | | 
| - | | | 
| - | | | 
| - | | | 
| - | | | 
| 2,043,928 | | | 
| 2,043,928 | | |
| 
Balance, December 31, 2024 | | 
| 358,000 | | | 
$ | 36 | | | 
| 5,160,000 | | | 
$ | 516 | | | 
$ | - | | | 
$ | (7,865,425 | ) | | 
$ | (7,864,873 | ) | |
| (1) | Shares and the associated amount have been retroactively adjusted to reflect the surrender of 50,312,500 Class B ordinary shares in a
share recapitalization on June 24, 2024 (see Note 5). | |
*The
accompanying notes are an integral part of these financial statements.*
F-5
****
**BOLD
EAGLE ACQUISITION CORP.**
**StatementS
of Cash Flows**
| 
| | 
For the Years Ended | | |
| 
| | 
December 31, | | | 
December 31, | | |
| 
| | 
2025 | | | 
2024 | | |
| 
| | 
| | | 
| | |
| 
Cash Flows from Operating Activities: | | 
| | | 
| | |
| 
Net income | | 
$ | 9,764,567 | | | 
$ | 2,043,928 | | |
| 
Adjustments to reconcile net income to net cash used in operating activities: | | 
| | | | 
| | | |
| 
Interest income on investments held in Trust Account | | 
| (10,801,962 | ) | | 
| (2,033,862 | ) | |
| 
Cancellation of indebtedness | | 
| - | | | 
| (26,534 | ) | |
| 
Change in fair value of Over-Allotment Option Liability | | 
| - | | | 
| (236,900 | ) | |
| 
Changes in operating assets and liabilities: | | 
| | | | 
| | | |
| 
Prepaid expenses | | 
| 172,513 | | | 
| - | | |
| 
Accounts payable | | 
| (27,198 | ) | | 
| (78,233 | ) | |
| 
Accrued expenses | | 
| 115,172 | | | 
| 62,055 | | |
| 
Net cash used in operating activities | | 
| (776,908 | ) | | 
| (269,546 | ) | |
| 
| | 
| | | | 
| | | |
| 
Cash Flows from Investing Activities: | | 
| | | | 
| | | |
| 
Investment of cash in Trust Account | | 
| - | | | 
| (258,000,000 | ) | |
| 
Cash withdrawn from Trust Account for working capital | | 
| 1,000,000 | | | 
| - | | |
| 
Net cash provided by (used in) investing activities | | 
| 1,000,000 | | | 
| (258,000,000 | ) | |
| 
| | 
| | | | 
| | | |
| 
Cash Flows from Financing Activities: | | 
| | | | 
| | | |
| 
Proceeds from sale of Units, net of underwriting discounts paid | | 
| - | | | 
| 255,420,000 | | |
| 
Proceeds from sale of Private Placements of Class A Shares | | 
| - | | | 
| 3,580,000 | | |
| 
Payment of offering costs | | 
| - | | | 
| (466,463 | ) | |
| 
Repayment of promissory note - related party IPO | | 
| - | | | 
| (80,500 | ) | |
| 
Payment of insurance loan payable | | 
| (213,991 | ) | | 
| - | | |
| 
Net cash provided by (used in) financing activities | | 
| (213,991 | ) | | 
| 258,453,037 | | |
| 
| | 
| | | | 
| | | |
| 
Net change in cash | | 
| 9,101 | | | 
| 183,491 | | |
| 
Cash at beginning of the period | | 
| 183,491 | | | 
| - | | |
| 
Cash at end of the period | | 
$ | 192,592 | | | 
$ | 183,491 | | |
| 
| | 
| | | | 
| | | |
| 
Supplemental disclosure of noncash investing and financing activities: | | 
| | | | 
| | | |
| 
Prepaid expenses paid by insurance financing payable | | 
$ | - | | | 
$ | 213,991 | | |
| 
Deferred offering costs included in accrued expenses | | 
$ | - | | | 
$ | 38,679 | | |
| 
Deferred offering costs paid through Promissory Note - IPO Related Party | | 
$ | - | | | 
$ | 80,500 | | |
| 
Deferred offering costs paid through prepaid expenses | | 
$ | - | | | 
$ | 87,682 | | |
| 
Deferred underwriting fee payable | | 
$ | - | | | 
$ | 9,030,000 | | |
****
*The
accompanying notes are an integral part of these financial statements.*
F-6
****
**BOLD
EAGLE ACQUISITION CORP.**
**Notes
to Financial Statements
December 31, 2025**
****
**Note
1Organization and Plan of Business Operations**
Bold
Eagle Acquisition Corp. (formerly Spinning Eagle Acquisition Corp.) (the Company) is a blank check company incorporated
as a Cayman Islands exempted company on February 22, 2021. The Company was formed for the purpose of effecting a merger, share exchange,
asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (business combination).
Although
the Company is not limited to a particular industry or geographic region for purposes of completing a business combination, the Company
intends to capitalize on the ability of its management team to identify and combine with a business or businesses that can benefit from
its management teams established global relationships and operating experience. The Company is an early stage and emerging growth
company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.
As
of December 31, 2025, the Company had not commenced any operations. All activity for the period from February 22, 2021 (inception) through
December 31, 2025 relates to the Companys formation, the initial public offering (Initial Public Offering) and the
Companys search for a business combination, which is described below. The Company will not generate any operating revenues until
after the completion of a 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.
The
registration statement for the Companys Initial Public Offering was declared effective on October 23, 2024. On October 25, 2024,
the Company consummated its Initial Public Offering of 25,000,000 units (the Units). Each Unit consists of one Class A
ordinary share (the Class A ordinary shares or public shares) and one right (Eagle Share Right),
with each Eagle Share Right entitling the holder to receive one twentieth (1/20) of one Class A ordinary share upon the consummation
of a business combination. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $250,000,000.
The Company granted the underwriters a 45-day option to purchase up to 3,750,000 additional Units to cover over-allotments at the Initial
Public Offering price (the Over-Allotment Option). On December 9, 2024, the Company closed the issuance and sale of 800,000
additional Units (the Over-Allotment Option Units) in connection with the underwriters partially exercising their Over-Allotment
Option. The Over-Allotment Option Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $8,000,000.
Simultaneously
with the closing of the Initial Public Offering, the Company consummated the sale of 350,000 shares (the Private Placement Shares)
at a price of $10.00 per Private Placement Share in a private placement to Eagle Equity Partners IV, LLC (the Sponsor),
generating gross proceeds of $3,500,000, which is described in Note 4. Simultaneously with the closing of the Over-Allotment Option,
the Company completed the private placement of an additional 8,000 Private Placement Shares to the Sponsor at a price of $10.00 per share,
generating gross proceeds to the Company of $80,000 (together with the private placement which occurred simultaneously to the Initial
Public Offering, the private placement).
Transaction
costs amounted to $12,283,324 consisting of $2,580,000 of net upfront underwriting discounts ($3,870,000 of upfront underwriting discounts
less $1,290,000 reimbursement from the underwriters), $9,030,000 of deferred underwriting fees and $673,324 of other offering costs.
Upon
the closing of the Initial Public Offering, including the Over-Allotment Option exercise and the private placement, $258,000,000 ($10.00
per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and certain proceeds from the sale of the Private
Placement Shares was placed in a trust account (the Trust Account). Following their deposit into the Trust Account, such
proceeds have been initially invested only in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company
Act (as defined below) which invest only in direct U.S. government treasury obligations; the holding of these assets in this form is
intended to be temporary and for the sole purpose of facilitating the intended business combination and, may at any time be held as cash
or cash items, including in demand deposit accounts at a bank, as determined by the Company, until the earlier of (i) the completion
of a business combination and (ii) the distribution of the funds in the Trust Account to the Companys shareholders, as described
below.
The
Companys management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering
and the sale of the Private Placement Shares, although substantially all of the net proceeds are intended to be applied generally toward
completing a business combination. The Company must complete one or more business combinations with having an aggregate fair market value
equal to at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable
on the income earned on the Trust Account) at the time of the agreement to enter into a business combination. The Company will only complete
a business combination if the post-business combination company owns or acquires 50% or more of the issued and outstanding voting securities
of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as
an investment company under the Investment Company Act of 1940, as amended (the Investment Company Act). There is no assurance
that the Company will be able to successfully effect a business combination.
F-7
The
Company will provide its shareholders with the opportunity to redeem all or a portion of their public shares in connection with the completion
of a business combination either (i) in connection with a general meeting called to approve the business combination or (ii) without
a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a business combination
or conduct a tender offer will be made by the Company. The shareholders will be entitled to redeem their shares for a pro rata portion
of the amount held in the Trust Account (initially $10.00 per share), calculated as of two business days prior to the completion of a
business combination, including interest earned on the funds held in the Trust Account (net of amounts released to the Company to fund
its working capital requirements (subject to an annual limit of $1,000,000) and taxes paid or payable). The Class A ordinary shares will
be recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance
with Accounting Standards Codification (ASC) Topic 480, Distinguishing Liabilities from Equity.
If
the Company seeks shareholder approval, the Company will complete a business combination only if it receives an ordinary resolution under
Cayman Islands law approving a business combination, which requires the affirmative vote of a majority of the Companys ordinary
shares which are represented in person or by proxy and are voted at a general meeting of the Company. If a shareholder vote is not required
under applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or
other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions
pursuant to the tender offer rules of the Securities and Exchange Commission (SEC), and file tender offer documents containing
substantially the same information as would be included in a proxy statement with the SEC prior to completing a business combination.
If the Company seeks shareholder approval in connection with a business combination, the Sponsor has agreed to vote its Founder Shares
(as defined in Note 5) and any public shares purchased in or after the Initial Public Offering in favor of approving a business combination
and to waive its redemption rights with respect to any such shares in connection with a shareholder vote to approve a business combination.
Additionally, each public shareholder may elect to redeem its public shares, without voting, and if they do vote, irrespective of whether
they vote for or against a proposed business combination.
Notwithstanding
the foregoing, if the Company seeks shareholder approval of a business combination and it does not conduct redemptions pursuant to the
tender offer rules, the Companys Amended and Restated Memorandum and Articles of Association provides that a public shareholder,
together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a group
(as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the Exchange Act)), will be restricted
from redeeming its shares with respect to more than an aggregate of 15% of the public shares without the Companys prior written
consent.
The
Sponsor and the Companys executive officers and directors have agreed (a) to waive their redemption rights with respect to any
Founder Shares, Private Placement Shares and public shares held by them in connection with the completion of a business combination and
(b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing
of the Companys obligation to redeem 100% of the public shares if the Company does not complete a business combination within
the completion window (as defined below) or (ii) with respect to any other material provision relating to shareholders rights
or pre-initial business combination activity, unless the Company provides the public shareholders with the opportunity to redeem their
public shares in conjunction with any such amendment and (iii) to waive their rights to liquidating distributions from the Trust Account
with respect to the Founder Shares and Private Placement Shares if the Company fails to complete a business combination.
The
Company will have within 24 months from the closing of the Initial Public Offering (or such longer period of time as may be provided
in an amendment to the Amended and Restated Memorandum and Articles of Association approved by a vote of the public shareholders) (the
completion window) to complete a business combination. If the Company is unable to complete a business combination within
the completion window, the Company will as promptly as reasonably possible but no more than 10 business days thereafter, redeem 100%
of the outstanding 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 (less taxes paid or payable and up to $100,000 of interest to pay dissolution expenses), divided by the number
of then issued and outstanding public shares, which redemption will constitute full and complete payment for the public shares and completely
extinguish public shareholders rights as shareholders (including the right to receive further liquidation or other distributions,
if any), subject to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable
law.
The
Sponsor and the Companys executive officers and directors have agreed to waive their liquidation rights with respect to the Founder
Shares and Private Placement Shares if the Company fails to complete a business combination within the completion window. However, if
the Sponsor or the Companys executive officers or directors acquire public shares in or after the Initial Public Offering, such
public shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a business combination
within the completion window. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note
6) held in the Trust Account in the event the Company does not complete a business combination within the completion window and, in such
event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the public
shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution
will be less than the Initial Public Offering price per share ($10.00).
F-8
The
Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a third party for services rendered or products
sold to the Company, or by a prospective target business with which the Company has entered into a written letter of intent, confidentiality
or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of
(1) $10.00 per public share and (2) the actual amount per public share held in the Trust Account as of the date of the liquidation of
the Trust Account, if less than $10.00 per public share due to reductions in the value of trust assets, less taxes paid or payable and
up to $100,000 of interest to pay dissolution expenses, provided that such liability will not apply to any claims by a third party or
prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such
waiver is enforceable) nor will it apply to any claims under the Companys indemnity of the underwriters of the Initial Public
Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the Securities Act).
The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors
by endeavoring to have all vendors, service providers (other than the Companys independent registered public accounting firm),
prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any
right, title, interest or claim of any kind in or to monies held in the Trust Account.
****
**Liquidity
and Capital Resources**
As
of December 31, 2025, the Company had $192,592 in cash, and a working capital of $123,594. The Companys liquidity needs prior
to the consummation of the Initial Public Offering were satisfied through the payment of $25,000 from the Sponsor to purchase Founder
Shares (as defined in Note 5), loan proceeds from the Sponsor of up to $600,000 under the Amended and Restated Formation and Regulatory
Expenses Promissory Note (as defined in Note 5) and up to $400,000 under the Initial Public Offering Promissory Note (as defined in Note
5). As of December 31, 2025, there was $542,975 outstanding under the Amended and Restated Formation and Regulatory Expenses Promissory
Note. On October 25, 2024, the Initial Public Offering Promissory Note was repaid in full. Subsequent to the consummation of the Initial
Public Offering, the Companys liquidity has been satisfied through the net proceeds from the consummation of the Initial Public
Offering and the private placement held outside of the Trust Account, including $1,290,000 of reimbursements from the underwriters for
certain expenses and fees. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing
capacity to meet its needs through the earlier of the consummation of a business combination or one year from this filing. Over this
time period, the Company will be using the funds held outside of the Trust Account for paying existing accounts payable, paying stock
exchange listing fees, paying amounts due under the Administrative Services and Indemnification Agreement (as defined in Note 5), paying
director and officer liability insurance premiums, paying legal and other service providers, identifying and evaluating prospective business
combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target
business to merge with or acquire, and structuring, negotiating and consummating the business combination. On April 8, 2025 and August
21, 2025, the Company withdrew $500,000and $500,000, respectively, of interest earned on funds held in the Trust Account for working
capital requirements. As of December 31, 2025, the Company had $1,000,000in remaining interest earned on funds held in the Trust
Account available to be withdrawn for working capital requirements in its second year following the Initial Public Offering.
The
Company is a special purpose acquisition company and must complete its initial Business Combination by October 25, 2026. Although the
Company plans to complete its initial Business Combination before such date, there can be no assurance that the Company will be able
to do so by such date. In connection with the Companys assessment of going concern considerations in accordance with Financial
Accounting Standards Board (FASB) Accounting Standards Update (ASC) 2014-15, Disclosures of Uncertainties
about an Entitys Ability to Continue as a Going Concern, management has determined that because such mandatory liquidation
date is less than 12 months away, there is substantial doubt that the Company will operate as a going concern.
No
adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after October
25, 2026. Management plans to consummate a Business Combination prior to October 25, 2026; however, there can be no assurance that one
will be completed.
****
**Note
2Summary 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 (GAAP) and pursuant to the accounting and disclosure rules and regulations of
the SEC.
****
**Emerging
Growth Company**
The
Company is an emerging growth company, as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our
Business Startups Act of 2012 (the JOBS Act), and it may take advantage of certain exemptions from various reporting requirements
that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required
to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations
regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding
advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
F-9
Further,
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting
standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do
not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting
standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements
that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of
such extended transition period which means that when a standard is issued or revised and it has different application dates for public
or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies
adopt the new or revised standard. This may make comparison of the Companys financial statements with another public company which
is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult
or impossible because of the potential differences in accounting standards used.
****
**Use
of Estimates**
The
preparation of financial statements in conformity with 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.
Making
estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of
a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating
its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ
significantly from those estimates.
****
**Cash**
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 $192,592 and $183,491 in cash as of December 31, 2025 and 2024, respectively. The Company did not have any cash equivalents
as of December 31, 2025 and 2024.
****
**Investments
Held in Trust Account**
The
Companys portfolio of investments is comprised of cash and U.S. government securities, within the meaning set forth in Section
2(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 which are
presented at fair value. Gains and losses resulting from the change in fair value of these securities are included in income from investments
held in the 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 and 2024, the Company held $269,835,824 and $260,033,862 in the Trust Account, respectively, all of which was held
in a money market fund.
****
**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.
****
**Fair
Value of Financial Instruments**
The
fair value of the Companys assets and liabilities, which qualify as financial instruments under ASC Topic 820, Fair Value
Measurements and Disclosures, approximates the carrying amounts represented in the accompanying balance sheets, primarily due
to their short-term nature.
****
**Derivative
Financial Instruments**
The
Company evaluates its equity-linked financial instruments to determine if such instruments are derivatives or contain features that qualify
as embedded derivatives in accordance with ASC Topic 815, Derivatives and Hedging. For derivative financial instruments
that are classified as liabilities, the derivative instrument is initially recognized at fair value with subsequent changes in fair value
recognized in the statement of operations each reporting period. The classification of derivative instruments, including whether such
instruments should be classified as liabilities or as equity, is evaluated at the end of each reporting period.
The
Company accounted for the Eagle Share Rights issued in connection with the Initial Public Offering in accordance with the guidance contained
in ASC 815-40. Such guidance provides that the Rights are not 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 instruments continue
to be classified in equity.
F-10
The
Over-Allotment Option was deemed to be a freestanding financial instrument indexed on the contingently redeemable shares and was accounted
for as a liability (the Over-Allotment Option Liability) pursuant to ASC 480, with the changes in fair value of the Over-Allotment
Option Liability recorded in the statements of operations.
Derivative
assets and liabilities are classified in the balance sheets as current or non-current based on whether or not net-cash settlement or
conversion of the instruments could be required within 12 months of the balance sheet date.
****
**Offering
Costs**
Offering
costs consisted of underwriting, legal, accounting and other expenses incurred directly related to the Initial Public Offering. Upon
completion of the Initial Public Offering, offering costs were allocated to the separable financial instruments issued in the Initial
Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to Class A ordinary
shares were initially charged to temporary equity and then accreted to Class A ordinary shares subject to possible redemption upon the
completion of the Initial Public Offering. Offering costs amounted to $12,283,324, of which $11,788,102 was charged to temporary equity
upon the completion of the Initial Public Offering and $495,222 was charged to shareholders deficit as, per managements
evaluation, the Eagle Share Rights and Private Placement Shares were accounted for under equity treatment.
****
**Class
A Ordinary Shares Subject To Possible Redemption**
As
discussed in Note 1, all of the 25,800,000 Class A ordinary shares sold as parts of the Units in the Initial Public Offering (including
the Units sold in connection with the Over-Allotment Option) contain a redemption feature. In accordance with the ASC 480-10-S99-3A,
Classification and Measurement of Redeemable Securities, redemption provisions not solely within the control of the Company
require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation
of all of the entitys equity instruments, are excluded from the provisions of ASC 480. The Company classified all of the Class
A ordinary shares as redeemable. Immediately upon the closing of the Initial Public Offering, the Company recognized a one-time charge
against additional paid-in capital (to the extent available) and accumulated deficit for the difference between the initial carrying
value of the Class A ordinary shares and the redemption value. The Company recognizes changes in redemption value immediately as they
occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period.
Such changes are reflected in retained earnings, or in the absence of retained earnings, in additional paid-in capital.
As
of December 31, 2025 and 2024, the amounts of redeemable Class A ordinary shares reflected on the balance sheets are reconciled in the
following table:
| 
Gross proceeds | | 
$ | 258,000,000 | | |
| 
Less: | | 
| | | |
| 
Proceeds allocated to Eagle Share Rights | | 
| (6,966,000 | ) | |
| 
Proceeds allocated to the Over-Allotment Option | | 
| (298,500 | ) | |
| 
Class A ordinary shares issuance costs | | 
| (11,788,102 | ) | |
| 
Plus: | | 
| | | |
| 
Adjust carrying value to redemption value | | 
| 19,986,464 | | |
| 
Class A ordinary shares subject to possible redemption, December 31, 2024 | | 
| 258,933,862 | | |
| 
Plus: | | 
| | | |
| 
Adjust carrying value to redemption value | | 
| 9,801,962 | | |
| 
Class A ordinary shares subject to possible redemption, December 31, 2025 | | 
$ | 268,735,824 | | |
**Income
Taxes**
The
Company complies with the accounting and reporting requirements of ASC Topic 740, Income Taxes, which requires an
asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are
computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable
or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect
taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be
realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and
measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must
be more likely than not to be sustained upon examination by taxing authorities. The Companys management determined that the
Cayman Islands is the Companys only major tax jurisdiction. The Company recognizes accrued interest and penalties related to
unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and
penalties as of December 31, 2025 and 2024. The Company is currently not aware of any issues under review that could result in significant
payments, accruals or material deviation from its position.
There
is currently no taxation imposed on income by the government of the Cayman Islands. In accordance with Cayman Islands federal income
tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Companys financial
statements. The Companys management does not expect that the total amount of unrecognized tax benefits will materially change
over the next twelve months.
F-11
**Net
Income per Ordinary Share**
****
The
Company has two classes of shares, ClassA ordinary shares and ClassB ordinary shares. Income and losses are shared pro rata
between the two classes of shares. The Company complies with the accounting and disclosure requirements of ASC Topic 260, Earnings
Per Share. Net income per share is computed by dividing net income by the weighted average number of ordinary shares outstanding
for the period. Accretion associated with redeemable ClassA ordinary shares is excluded from earnings per share as the redemption
value approximates fair value.
The
calculation of diluted income per share does not consider the effect of the Eagle Share Rights issued in connection with the (i)Initial
Public Offering, and (ii)the private placement since the exercise of the Eagle Share Right is contingent upon the occurrence of
future events. Each holder of an Eagle Share Right will receive one twentieth (1/20) of one Class A ordinary share upon consummation
of a business combination. The Company will not issue fractional shares in connection with an exchange of Eagle Share Rights.
| 
| | 
For The Year Ended | | | 
For The Year Ended | | |
| 
| | 
December 31, 2025 | | | 
December 31, 2024 | | |
| 
| | 
ClassA | | | 
ClassA and B,
non-redeemable | | | 
ClassA | | | 
Class A and B,
non-redeemable | | |
| 
Basic and diluted net income per ordinary share | | 
| | | 
| | | 
| | | 
| | |
| 
Numerator: | | 
| | | 
| | | 
| | | 
| | |
| 
Allocation of net income | | 
$ | 8,044,123 | | | 
$ | 1,720,444 | | | 
$ | 982,165 | | | 
$ | 1,061,763 | | |
| 
Denominator: | | 
| | | | 
| | | | 
| | | | 
| | | |
| 
Basic and diluted weighted average shares outstanding | | 
| 25,800,000 | | | 
| 5,518,000 | | | 
| 4,695,082 | | | 
| 5,075,585 | | |
| 
Basic and diluted net income per ordinary share | | 
$ | 0.31 | | | 
$ | 0.31 | | | 
$ | 0.21 | | | 
$ | 0.21 | | |
****
**Recently
Issued Accounting Standards**
In
November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.
The ASU improves reportable segment disclosure requirements, primarily through enhanced disclosure about significant segment expenses.
The enhancements under this update require disclosure of significant segment expenses that are regularly provided to the Chief Operating
Decision Maker (CODM) and included within each reported measure of segment profit or loss, require disclosure of other
segment items by reportable segment and a description of the composition of other segment items, require annual disclosures under ASC
280 to be provided in interim periods, clarify use of more than one measure of segment profit or loss by the CODM, require that the title
of the CODM be disclosed with an explanation of how the CODM uses the reported measures of segment profit or loss to make decisions,
and require that entities with a single reportable segment provide all disclosures required by this update and required under ASC 280.
The Company adopted ASU 2023-07 for the annual period ending December 31, 2024 (see Note 10).
Management
does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material
effect on our financial statements.
**Note
3Initial Public Offering**
Pursuant
to the Initial Public Offering, the Company sold 25,800,000 Units (comprised of 25,000,0000 Units sold in connection with the Initial
Public Offering and 800,000 Units sold in connection with the partial exercise by the underwriters of the Over-Allotment Option), at
a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one Eagle Share Right.
F-12
****
**Note
4Private Placement**
Simultaneously
with the closing of the Initial Public Offering on October 25, 2024, the Sponsor purchased 350,000 Private Placement Shares at a price
of $10.00 per Private Placement Share, for an aggregate purchase price of $3,500,000, from the Company. In connection with the closing
of the Over-Allotment Option, the Sponsor purchased an additional 8,000 Private Placement Shares at a price of $10.00 per Private Placement
Share, for an aggregate purchase price of $80,000, from the Company. The proceeds from the sale of the Private Placement Shares were
added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a business combination
within the completion window, the proceeds from the sale of the Private Placement Shares held in the Trust Account will be used to fund
the redemption of the public shares (subject to the requirements of applicable law).
****
**Note
5Related Party Transactions**
****
**Founder
Shares**
On
March 23, 2021, the Sponsor paid an aggregate of $25,000 to cover certain offering and formation costs of the Company in consideration
for 57,500,000 of the Companys Class B ordinary shares (the Class B ordinary shares or Founder Shares).
On June 25, 2024, the Sponsor surrendered for no consideration 50,312,500 Founder Shares, resulting in the Sponsor holding an aggregate
of 7,187,500 Founder Shares. The Founder Shares include an aggregate of up to 937,500 shares subject to forfeiture by the Sponsor to
the extent that the Over-Allotment Option was not exercised in full or in part, so that the number of Founder Shares will collectively
represent 16.67% of the Companys issued and outstanding shares upon the completion of the Initial Public Offering (excluding the
Private Placement Shares and after taking into account the Sponsors forfeiture of Founder Shares in respect of the Eagle Share
Rights). On December 9, 2024, in connection with the partial exercise of the Over-Allotment Option, the Sponsor forfeited 2,027,500 Founder
Shares, resulting in the Sponsor holding an aggregate of 5,160,000 Founder Shares.
The
Sponsor and the Companys executive officers and directors have agreed, subject to limited exceptions, not to transfer, assign
or sell any of their Founder Shares until the earlier to occur of (A) one year after the completion of a business combination; and (B)
subsequent to a business combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as
adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within
any 30-trading day period, provided such release shall not occur earlier than 180 days after a business combination, or (y) the date
on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction that
results in all of the Companys shareholders having the right to exchange their Class A ordinary shares for cash, securities or
other property.
****
**Promissory
Note - Related Party**
On
March 12, 2021, the Company issued a promissory note to the Sponsor, pursuant to which the Company could borrow up to an aggregate principal
amount of $300,000. On June 26, 2024, the Company and the Sponsor amended and restated such promissory note (the Amended and Restated
Formation and Regulatory Expenses Promissory Note), increasing the amount that the Company may borrow thereunder to $600,000.
The Amended and Restated Formation and Regulatory Expenses Promissory Note is non-interest bearing and payable on the earlier of the
completion of the business combination or the Companys liquidation. As of December 31, 2025 and 2024, respectively, there was
$542,975 and $542,975 outstanding under the Amended and Restated Formation and Regulatory Expenses Promissory Note.
On
June 26, 2024, the Company issued a second promissory note (the Initial Public Offering Promissory Note) to the Sponsor,
pursuant to which the Company may borrow up to an aggregate principal amount of $400,000. The Initial Public Offering Promissory Note
was non-interest bearing and payable on the earlier of (i) December 31, 2024 or (ii) the completion of the Initial Public Offering. As
of December 31, 2025 and 2024, there was no amount outstanding under the Initial Public Offering Promissory Note as it was repaid in
full on October 25, 2024.
****
**Administrative
Services and Indemnification Agreement**
The
Company entered into an agreement (the Administrative Services and Indemnification Agreement) commencing October 23, 2024
through the earlier of the Companys consummation of a business combination and its liquidation to pay an affiliate of the Sponsor
$15,000 per month for office space and administrative services and provide indemnification to the Sponsor from any claims arising out
of or relating to the Initial Public Offering or the Companys operations or conduct of the Companys business or any claim
against the Sponsor alleging any expressed or implied management or endorsement by the Sponsor of any of the Companys activities
or any express or implied association between the Sponsor and the Company or any of its affiliates, which agreement provides that the
indemnified parties cannot access the funds held in the Trust Account. For the years ended December 31, 2025 and 2024, respectively,
the Company incurred expenses of $180,000 and $30,000 for services under this agreement, which were included in the general and administrative
expenses on the accompanying statements of operations. As of December 31, 2025 and 2024, $13,413 and $30,000, respectively is included
in accounts payable and accrued expenses in the accompanying balance sheets.****
F-13
**Working
Capital Loans**
In
order to finance transaction costs in connection with a business combination, the Sponsor or an affiliate of the Sponsor, or certain
of the Companys officers and directors may, but are not obligated to, loan the Company funds as may be required (Working
Capital Loans). Such Working Capital Loans would be evidenced by promissory notes. If the Company completes a business combination,
the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working
Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a 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. There have been no borrowings under this arrangement to date. Such Working
Capital Loans may be convertible into Private Placement Shares of the post-business combination entity at a price of $10.00 per share
at the option of the lender. 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 Working Capital Loans. There were no Working Capital Loans outstanding at December 31,
2025 and 2024.
****
**Note
6Commitments and Contingencies**
****
**Registration
Rights**
Pursuant
to a registration rights agreement entered into on October 23, 2024, the holders of the Founder Shares, Private Placement Shares and
shares that may be issued upon conversion of the Working Capital Loans will be entitled to registration rights and the Company is required
to register a sale of any of the securities held by them, including any other securities of the Company acquired by them prior to the
consummation of a business combination. The holders of these securities are entitled to make up to three demands, excluding short form
demands, that the Company register such securities. In addition, the holders have certain piggyback registration rights
with respect to registration statements filed subsequent to the completion of a business combination. The Company will bear the expenses
incurred in connection with the filing of any such registration statements.
****
**Risks
and Uncertainties**
United
States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing
Russia-Ukraine conflict and the recent escalation of the Israel-Hamas conflict. In response to the ongoing Russia-Ukraine conflict, the
North Atlantic Treaty Organization (NATO) deployed additional military forces to eastern Europe, and the United States,
the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus
and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank
Financial Telecommunication (SWIFT) payment system. Certain countries, including the United States, have also provided and may continue
to provide military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations. The
invasion of Ukraine by Russia and the escalation of the Israel-Hamas conflict and the resulting measures that have been taken, and could
be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other
countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length
and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility
in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyberattacks against U.S. companies.
Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack
of liquidity in capital markets.
Any
of the above mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions
resulting from the Russian invasion of Ukraine, the escalation of the Israel-Hamas conflict and subsequent sanctions or related actions,
could adversely affect the Companys search for a business combination and any target business with which the Company may ultimately
consummate a business combination.
****
**Underwriting
Agreement**
As
described above, the Company granted the underwriters a 45-day option to purchase up to 3,750,000 Over-Allotment Option Units at the
Initial Public Offering price, less underwriting discounts and commissions. On December 9, 2024, the underwriters partially exercised
their Over-Allotment Option to purchase an additional 800,000 Over-Allotment Option Units at a purchase price of $10.00 per Unit, generating
additional gross proceeds of $8,000,000. The underwriters forfeited their option to purchase an additional 2,950,000 Over-Allotment Option
Units.
The
underwriters are entitled to a deferred fee of $0.35 per Unit, or $9,030,000 in the aggregate. The deferred fee will become payable to
the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a business combination, subject
to the terms of the underwriting agreement.
F-14
The
underwriters were entitled to a cash underwriting discount of $0.15 per Unit, or $3,870,000 in the aggregate, paid upon the closing of
the Initial Public Offering and the Over-Allotment Option. The underwriters agreed to reimburse the Company at the closing of the Initial
Public Offering for all reasonable out-of-pocket expenses and fees (including for the avoidance of doubt, a portion of the upfront underwriting
commissions payable in connection with the closing of the Initial Public Offering) incurred by the Company in connection with the Initial
Public Offering in an amount not to exceed 0.5% of the gross proceeds of the Initial Public Offering. On October 25, 2024, as part of
the closing of the Initial Public Offering, the Company received reimbursement from the underwriters of $1,290,000. On December 9, 2024,
in connection with the closing of the Over-Allotment Option, the Company received reimbursement from the underwriters of $40,000.
****
**Note7Trust
Account**
****
A
total of $258,000,000, which includes $250,000,000of the net proceeds from the Public Offering and $8,000,000from the sale
of the Over-Allotment Option Units and the additional Private Placement Shares has been placed in the Trust Account. As of December31,
2025 and 2024, investment securities in the Companys Trust Account consisted of $269,835,824 and $260,033,862, respectively,in
a money market fund that invests in U.S. government securities.
Since all of the Companys permitted investments consist
of money market funds, fair values of its investments are determined by Level1 inputs utilizing quoted prices (unadjusted) in active
markets.
**Note
8Shareholders Deficit**
****
**Preference
Shares** - The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001. The Companys board
of directors will be authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional
or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. The board
of directors will be able to, without shareholder approval, issue preference shares with voting and other rights that could adversely
affect the voting power and other rights of the holders of the ordinary shares and could have anti-takeover effects. At December 31,
2025 and 2024, there were no preference shares issued or outstanding.
****
**Class
A Ordinary Shares** - The Company is authorized to issue 400,000,000 Class A ordinary shares, with a par value of $0.0001 per share.
Holders of Class A ordinary shares are entitled to one vote for each share. At December 31, 2025 and 2024, there were 358,000 Class A
ordinary shares issued and outstanding, which are comprised of the Private Placement Shares, excluding 25,800,000 Class A ordinary shares
subject to possible redemption, which are comprised of the public shares and include the public shares included in the Over-Allotment
Option Units.
****
**Class
B Ordinary Shares** - The Company is authorized to issue 80,000,000 Class B ordinary shares, with a par value of $0.0001 per share.
Holders of the Class B ordinary shares are entitled to one vote for each share. At December 31, 2025 and 2024, there were 5,160,000 Class
B ordinary shares issued and outstanding, net of 2,027,500 Class B ordinary shares that were forfeited by the Sponsor in connection with
the closing of the Over-Allotment Option.
Prior
to the closing of the initial business combination, holders of the Class B ordinary shares will be entitled to vote on the appointment
and removal of directors or continuing the Company in a jurisdiction outside the Cayman Islands (including any special resolution required
to amend the constitutional documents of the Company or to adopt new constitutional documents of the Company, in each case, as a result
of the Company approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). On any other matters submitted
to a vote of the Companys shareholders prior to or in connection with the completion of a business combination, holders of the
Class B ordinary shares and holders of the Class A ordinary shares will vote together as a single class, except as required by law.
The
Class B ordinary shares will automatically convert into Class A ordinary shares immediately prior to, concurrently with or immediately
following the completion of a business combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment.
In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with a business
combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 16.67%
of the total number of Class A ordinary shares outstanding after such conversion (excluding the Private Placement Shares and the ordinary
shares underlying the Eagle Share Rights and after giving effect to any redemptions of Class A ordinary shares by public shareholders),
including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked
securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a business combination,
excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued,
or to be issued, to any seller in a business combination and any Private Placement Shares issued to the Sponsor, officers or directors
upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one
basis.
F-15
****
**Eagle
Share Rights** - Except in cases where the Company is not the surviving company in a business combination, each holder of an Eagle
Share Right will automatically receive one twentieth (1/20) of one Class A ordinary share upon consummation of a business combination.
The Company will not issue fractional shares in connection with an exchange of rights. Fractional shares will either be rounded down
to the nearest whole share or otherwise addressed in accordance with the applicable provisions of Cayman law. In the event the Company
is not the surviving company upon completion of the business combination, each holder of an Eagle Share Right will be required to affirmatively
convert his, her or its rights in order to receive the one twentieth (1/20) of one Class A ordinary share underlying each Eagle Share
Right upon consummation of the business combination. If the Company is unable to complete a business combination within the required
time period and the Company will redeem the public shares for the funds held in the Trust Account, holders of Eagle Share Rights will
not receive any of such funds for their Eagle Share Rights and the Eagle Share Rights will expire worthless. As of December 31, 2025
and 2024, respectively , there were 25,800,000 Eagle Share Rights issued and outstanding.
****
**Note
9Fair Value Measurements**
The
fair value of the Companys financial assets and liabilities reflects managements estimate of amounts that the Company would
have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction
between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company
seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable
inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is
used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and
liabilities:
Level
1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which
transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
Level
2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets
or liabilities and quoted prices for identical assets or liabilities in markets that are not active.
Level
3: Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability.
The
Company did not have any liabilities that were measured at fair value on December 31, 2025 and 2024.
The
following table presents information about the Companys assets and liabilities that are measured at fair value on October 25, 2024, December 31, 2024, and December 31, 2025. It also outlines
indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
| 
| | 
Level | | | 
Quoted Prices in Active Markets | | |
| 
Money market fund as of December 31, 2025 | | 
| 1 | | | 
$ | 269,835,824 | | |
| 
Money market fund as of December 31, 2024 | | 
| 1 | | | 
$ | 260,033,862 | | |
| 
| 
| 
Level | 
| 
| 
October
25, 2024 | 
| |
| 
Over-allotment option liability | 
| 
| 
3 | 
| 
| 
$ | 
298,500 | 
| |
At
the Initial Public Offering, the Over-Allotment Option was accounted for as a liability in accordance with ASC 815-40 and was presented
within current liabilities on the balance sheet prior to its partial exercise on December 9, 2024. The Over-Allotment Option Liability
was measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of
Over-Allotment Option Liability in the statements of operations. Upon the partial exercise of the Over-Allotment Option by the underwriters
on December 9, 2024, the Company recorded an unrealized gain on change in fair value of Over-Allotment Option Liability of $236,900.
The
Company used a Black-Scholes model to value the Over-Allotment Option. The Over-Allotment Option Liability was classified within Level
3 of the fair value hierarchy at the measurement dates due to the use of unobservable inputs inherent in pricing models are assumptions
related to expected share-price volatility, expected life and risk-free interest rate. The Company estimated the volatility of its ordinary
shares based on historical volatility. The risk-free interest rate was based on the 1-month U.S. Treasury yield. The expected life of
the option was assumed to be equivalent to their remaining contractual term.
F-16
The
key inputs into the Black-Scholes model were as follows at initial measurement of the Over-Allotment Option:
| 
Input | | 
October 25, 2024 | | |
| 
Risk-free interest rate | | 
| 4.9 | % | |
| 
Expected term (years) | | 
| 0.12 | | |
| 
Expected volatility | | 
| 3.0 | % | |
| 
Exercise price | | 
$ | 10.00 | | |
| 
Fair value of Over-Allotment Option Unit | | 
$ | 0.08 | | |
The
following table provides a summary of the changes in the fair value of the Over-Allotment Option Liability:
| 
| | 
Over- allotment Option liability | | |
| 
Initial measurement of Over-Allotment Option Liability at October 25, 2024 | | 
$ | 298,500 | | |
| 
Change in fair value of Over-Allotment Option Liability at December 9, 2024 | | 
| (9,750 | ) | |
| 
Reduction in Over-Allotment Option Liability upon partial exercise of Over-Allotment Option at December 9, 2024 | | 
| (61,600 | ) | |
| 
Forfeiture of Over-Allotment Option Liability at December 9, 2024 | | 
| (227,150 | ) | |
| 
Fair value of Over-Allotment Option Liability at December 31, 2024 | | 
$ | - | | |
At
the Initial Public Offering, the fair value of Eagle Share Rights was determined using a discounted cash flow analysis that incorporates
the probability-weighted payoff of the share right, discounted over the expected term to business combination. The Eagle Share Rights
have been classified within shareholders deficit and will not require remeasurement after issuance. The following table presents
the quantitative information regarding market assumptions used in the valuation of the Eagle Share Rights:
| 
| | 
October 25, 2024 | | |
| 
Traded price of unit | | 
$ | 10.00 | | |
| 
Probability of initial business combination(1) | | 
| 60 | % | |
| 
Expected term to initial business combination (years) | | 
| 2.0 | | |
| 
Risk-free rate(2) | | 
| 4.1 | % | |
| (1) | Based on rounded average of market data per SPACInsider.com and Eagle Equity Partners track record of 100% initial business combination completion. | |
| (2) | Interpolated rate based on the U.S. Constant Maturity Treasury Yield curve. | |
F-17
**Note
10Segment Reporting**
****
ASC
Topic 280,*Segment Reporting*, establishes standards for companies to report, in their financial statements, information about
operating segments, products, services, geographic areas, and major customers.Operating segments are defined as components of an
enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial
information is available that is regularly evaluated by the Companys chief operating decision maker, or group, in deciding how
to allocate resources and assess performance.
The
Companys CODM has been identified as the Chief Financial Officer, who reviews the assets, operating results, and financial metrics
for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management
has determined that there is only one reportable segment.
The
CODM assesses performance for the single segment and decides how to allocate resources based on net income that also is reported on the
statements of operations as net income. The measure of segment assets is reported on the balance sheets as total assets. When evaluating
the Companys performance and making key decisions regarding resource allocation, the CODM reviews several key metrics included
in net income and total assets, which include the following:
| 
| | 
December31, 2025 | | | 
December31, 2024 | | |
| 
Trust Account | | 
$ | 269,835,824 | | | 
$ | 260,033,862 | | |
| 
Cash | | 
$ | 192,592 | | | 
$ | 183,491 | | |
| 
| | 
For the Year Ended December31, 2025 | | | 
For the Year Ended December31, 2024 | | |
| 
General and administrative expenses | | 
$ | 1,037,395 | | | 
$ | 253,368 | | |
| 
Interest earned on the Trust Account | | 
$ | 10,801,962 | | | 
$ | 2,033,862 | | |
The
CODM reviews interest earned on the Trust Account to measure and monitor shareholder value and determine the most effective strategy
of investment with the Trust Account funds while maintaining compliance with the Trust Agreement.
General
and administrative expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available
to complete a business combination or similar transaction within the business combination period. The CODM also reviews general and administrative
costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. General
and administrative costs, as reported on the statements of operations, are the significant segment expenses provided to the CODM on a
regular basis.
All
other segment items included in net income are reported on the statements of operations and described within their respective disclosures.
****
**Note
11Subsequent Events**
The
Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial
statements were issued. Based upon this review, the Company did not identify any subsequent events, other than the following, that
have occurred that would require adjustments to the disclosures in the financial statements.
On March 17, 2026, the Company withdrew $500,000 of interest earned on funds held in the Trust Account for working capital requirements.
F-18