Filed 2026-03-31 · Period ending 2025-12-31 · 65,973 words · SEC EDGAR
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# Invest Green Acquisition Corp (IGAC) — 10-K
**Filed:** 2026-03-31
**Period ending:** 2025-12-31
**Accession:** 0001213900-26-036610
**Source:** [SEC EDGAR](https://www.sec.gov/Archives/edgar/data/2075068/000121390026036610/)
**Origin leaf:** 4ba07e251bcdbb136957ca3041e5ae3f9f5b714c81a3c4d70cff653046ebe367
**Words:** 65,973
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2025
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period fromto
Invest Green Acquisition Corporation
(Exact name of registrant as specified in its
charter)
| Cayman Islands | | 001- 42972 | | N/A | |
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(State or other jurisdiction of
incorporation
or organization) |
|
(Commission File Number) |
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(I.R.S. Employer
Identification Number) | |
| 19215 SE 24th Street, Suite # 106-159, Camas WA | | 98607 | |
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(Address of principal executive offices) |
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(Zip Code) | |
(332) 275-5814
(Registrants telephone number, including
area code)
445 Park Avenue, 9th Floor
New York, NY 10022
(Former name, former address and former fiscal
year, if changed since last report)
Securities registered pursuant to Section 12(b)
of the Act:
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Title of Each Class: |
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Trading Symbol: |
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Name of Each Exchange on Which Registered: | |
| Units, each consisting of one Class A Ordinary Share and one Right | | IGACU | | The Nasdaq Stock Market LLC | |
| Class A Ordinary Shares, par value $0.0001 per share | | IGAC | | The Nasdaq Stock Market LLC | |
| Rights, each Right to acquire one-tenth (1/10) of one Class A Ordinary Share | | IGACR | | The Nasdaq Stock Market LLC | |
Securities registered pursuant to Section 12(g)
of the Exchange Act: None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes No
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the 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 such files). Yes No
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.
See definitions of large accelerated filer, accelerated filer, smaller reporting company and
emerging growth company in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | Accelerated filer | Non-accelerated filer | Smaller reporting company | |
| | | | Emerging growth company | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrants
executive officers during the relevant recovery period pursuant to 240.10D-1(b).
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No
The registrant was not a public company as of June 30, 2025 and therefore it cannot calculate the aggregate market value of its voting and non-voting common equity held by non-affiliates as of such date.
As of March 30, 2026, there were 18,120,000 Class A ordinary shares (including 17,250,000 Class A ordinary shares subject to possible redemption), par value $0.0001 per share, and 5,750,000 Class B ordinary shares, par value $0.0001 per share, issued and outstanding.
TABLE OF CONTENTS
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PART I |
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Item 1. |
Business. |
2 | |
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Item 1A. |
Risk Factors. |
17 | |
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Item 1B. |
Unresolved Staff Comments. |
61 | |
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Item 1C. |
Cybersecurity. |
61 | |
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Item 2. |
Properties. |
61 | |
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Item 3. |
Legal Proceedings. |
61 | |
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Item 4. |
Mine Safety Disclosures. |
61 | |
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PART II |
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Item 5. |
Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. |
62 | |
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Item 6. |
[Reserved] |
62 | |
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Item 7. |
Managements Discussion and Analysis of Financial Condition and Results of Operations. |
63 | |
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Item 7A. |
Quantitative and Qualitative Disclosures About Market Risk. |
65 | |
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Item 8. |
Financial Statements and Supplementary Data. |
65 | |
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Item 9. |
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. |
65 | |
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Item 9A. |
Controls and Procedures. |
66 | |
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Item 9B. |
Other Information. |
66 | |
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Item 9C. |
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. |
66 | |
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PART III |
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Item 10. |
Directors, Executive Officers and Corporate Governance. |
67 | |
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Item 11. |
Executive Compensation. |
72 | |
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Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. |
73 | |
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Item 13. |
Certain Relationships and Related Transactions, and Director Independence. |
74 | |
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Item 14. |
Principal Accountant Fees and Services. |
76 | |
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PART IV |
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Item 15. |
Exhibits and Financial Statement Schedules. |
77 | |
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Item 16. |
Form 10-K Summary. |
78 | |
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SIGNATURES |
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79 | |
i
CERTAIN
TERMS
Unless otherwise stated in this Annual Report on Form 10-K (Annual
Report) or unless the context otherwise requires, references to:
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| amended and restated memorandum and articles of association
are to our amended and restated memorandum and articles of association in effect as of the date hereof; |
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| CCM are to Cohen& Company Capital
Markets, a division of Cohen & Company Securities, LLC, representative of the underwriters in this offering; |
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| Companies Act are to the Companies Act (As Revised)
of the Cayman Islands as the same may be amended from time to time; |
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| directors are to our directors named in this
Annual Report; |
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| founder shares are to Class B ordinary shares
initially purchased by our sponsor in a private placement prior to this offering and the Class A ordinary shares that will be issued
upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination or earlier at the option
of the holders thereof as described herein (for the avoidance of doubt, such Class A ordinary shares will not be public shares); |
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| initial shareholders are to sponsor and the
three independent directors that held our founder shares prior to the initial public offering; |
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| initial public offering are to our initial public
offering, which was consummated on November 26, 2025. |
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| management or our management team
are to our directors and officers; |
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| ordinary shares are to our Class A ordinary
shares and our Class B ordinary shares; |
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| private placement rights are to the Share Rights
included in the private placement units; |
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| private placement shares are to the Class A
ordinary shares included in the private placement units; |
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| private placement units are to the units, each
unit consisting of one Class A ordinary share and one Share Right, at a price of $5.00 per unit, issued to our sponsor in a private placement
simultaneously with the closing of this offering; |
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| public shares are to Class A ordinary shares
sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); |
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| public shareholders are to the holders of our
public shares, including our initial shareholders, management team or advisors, to the extent our initial shareholders, members of our
management team and/or advisors purchase public shares, provided that each initial shareholders, member of our management teams
or advisors status as a public shareholder will only exist with respect to such public shares; |
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| Share Rights are to the rights to receive one
tenth (1/10) of a Class A ordinary share upon the consummation of an initial business combination which are being sold as part of the
units in this offering and the private placement; |
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| special resolution are to a resolution of the
company passed by at least a two-thirds (2/3) majority (or such higher approval threshold as specified in the companys amended
and restated memorandum and articles of association) of the votes cast by such shareholders as, being entitled to do so, vote in person
or, where proxies are allowed, by proxy at a general meeting of the company of which notice specifying the intention to propose the resolution
as a special resolution has been duly given, or a resolution approved in writing by all of the holders of the issued shares entitled
to vote on such matter (or such lower threshold as may be allowed under the Companies Act from time to time); and |
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| sponsor are to IG SPAC Sponsor LLC, a Delaware
limited liability company which was recently formed to invest in our company; |
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| we, us, our or our
company are Invest Green Acquisition Corp., a Cayman Islands exempted company; and |
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| $, US$ and U.S. dollar
each refer to the United States dollar. |
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ii
PART I
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this
Annual Report on Form 10-K (the Annual Report) 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 Annual Report may
include, for example, statements about:
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| our ability to complete our
initial business combination; |
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| our expectations around the
performance of the prospective target business or businesses; |
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| our success in retaining or
recruiting, or changes required in, our officers, key employees or directors following our initial business combination; |
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| our officers and directors allocating
their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination,
as a result of which they would then receive expense reimbursements; |
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| our potential ability to obtain
additional financing to complete our initial business combination; |
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| the ability of our officers
and directors to generate a number of potential acquisition opportunities; |
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| our public securities
potential liquidity and trading; |
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| the lack of a market for our
securities; |
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| the use of proceeds not held
in the trust account or available to us from interest income on the trust account balance; |
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| the trust account not being
subject to claims of third parties; or |
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| our financial performance following
our initial public offering. |
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The forward-looking statements
contained in this Annual Report are based on our current expectations and beliefs concerning future developments and their potential effects
on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements
involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or
performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties
include, but are not limited to, those factors described in the section of this Annual Report 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.
1
ITEM 1. BUSINESS
Overview
We are a blank check company
incorporated on April 7, 2025, as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition,
share purchase, reorganization or similar business combination, which we refer to throughout this Annual Report as our business
combination or initial business combination, with one or more businesses or entities, which we refer to throughout
this Annual Report as a target business or target businesses. While we will consider opportunities in any
industry, we are strategically positioned to capitalize on transformative opportunities, focusing on broad renewable energy, sustainable
finance and nuclear energy sectors, targeting industries that are crucial components of the global clean energy transition and offer viable
pathways towards a clean energy future while ensuring sustainable, reliable, and affordable energy supply. We believe our teams
expertise in these sectors will provide us with a significant competitive advantage in sourcing and evaluating potential targets. However,
we have not selected any specific target business.
We have generated no revenues
to date and we do not expect that we will generate operating revenues until, at the earliest, we consummate our initial business combination.
Our management team is continuously made aware of potential business opportunities, one or more of which we may desire to pursue for an
initial business combination. However, we have not selected any specific target business and we have not, nor has anyone on our behalf,
engaged in any substantive discussions, directly or indirectly, with any target business with respect to an initial business combination
with us.
On November 26, 2025, we
consummated our initial public offering of 17,250,000 units at $10.00 per unit, each unit consisting of one Class A ordinary share and
one right entitling the holder thereof to receive one-tenth of one Class A ordinary share upon the completion of our initial business
combination, generating gross proceeds of $172,500,000. Simultaneously with the closing of the initial public offering, we consummated
the sale of 870,000 private placement units at a price of $5.00 per unit in a private placement (the private placement)
to IG SPAC Sponsor LLC, a Delaware limited liability company (the sponsor) and Cohen & Company Securities, LLC, the
representative of the underwriters in the initial public offering (CCM), generating gross proceeds of $4,350,000. Following
the closings of the initial public offering and the private placement on November 26, 2025, an aggregate amount of $176,850,000 ($10.00
per unit) from the net proceeds of the sale of the public units, and a portion of the net proceeds from the sale of the private placement
units, was placed in the trust account (the trust account) and held in demand deposit or cash accounts or invested only
in 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 in any open-ended investment company that holds itself out as a money market fund investing solely in U.S. Treasuries
and meeting certain conditions under Rule 2a-7 of the Investment Company Act, 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 our shareholders.
Business Strategy
Our acquisition strategy is
centered on identifying and completing a business combination with a company actively driving advancements in clean energy, sustainable
solutions, and emissions reduction. We seek businesses that expand access to reliable power, enhance the sustainability of products and
industries, and create positive social and environmental impact. By targeting companies that employ efficient and innovative business
practices, we aim to support long-term value creation while accelerating the global transition to cleaner energy systems. Moreover, we
expect to prioritize organizations and leadership teams that align with our commitment to good governance, operational discipline, and
transparency.
We believe our management
team and advisors possess the following tools necessary to drive profitable growth:
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| Leadership and Industry Experience:We
believe our management teams and advisors proven track record in investment strategy and execution, including leadership
roles at Invest.Green, Fidelity Investments, Microsoft Corporation, Robinhood Financial LLC, and LONGi Green Energy Technology, position
us well to identify, source, negotiate, and execute a high-impact business combination. Coupled with the deep industry and investing
expertise of our sponsor, we expect to bring deep knowledge and insight to structuring a transaction that meets our investment criteria
with the goal of delivering strong risk-adjusted returns to shareholders. |
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2
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| Key Network:We believe
our leadership team and sponsors investment professionals have an extensive network of senior industry contacts, including corporate
executives, investment bankers, private equity firms, venture capitalists, and business owners. We expect that this strategic network
will provide us access to high-caliber acquisition opportunities that align with our sustainability and energy transition objectives.
Furthermore, we expect that our recognized reputation and expertise in clean energy investment will make us a preferred partner for business
combination counterparties, reinforcing our goal to secure transformative transactions that drive sustainable growth. |
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| Expertise in Optimization:We
believe that the extensive operational experience of our management team positions will allow us to enhance strategic vision and optimize
operational performance across the assets and businesses we acquire, ultimately maximizing value for shareholders. This includes streamlining
operating efficiencies, increasing margins and profitability, driving revenue growth, investing in organic expansion, pursuing strategic
acquisitions or divestitures, and optimizing capital structures to ensure sustainable long-term success. We believe our ability to identify
and source compelling investment opportunities, coupled with our strategic and operational expertise in value creation, will provide
us with a distinct competitive advantage over other financial and strategic buyers in a similar position to ours. |
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Our investment approach is
rigorous, disciplined, and highly differentiated, which we believe will allow us to identify and execute business combinations that meet
our high standards for risk-adjusted returns. Guided by core investing principles, we plan to conduct thorough evaluations, perform rigorous
due diligence, and maintain a selective approach with a goal of pursuing compelling opportunities with strong long-term growth potential.
Furthermore, we intend to leverage our integrated teamcomprised of strategic, financial, legal, and operational expertsto
help efficiently identify, evaluate, and execute transactions. We believe our deep industry expertise will enable us to pursue multiple
opportunities concurrently, reducing the time required between initial identification and transaction announcement, while maintaining
high standards of execution.
Our Acquisition Process
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 about the target and its industry 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 available for us to use to complete another business combination.
Because there are numerous
special purpose acquisition companies seeking to enter into an initial business combination with available targets, the competition for
available targets with attractive fundamentals or business models may increase, which could cause target companies to demand improved
financial terms. Attractive deals could also become scarcer for other reasons, such as economic or industry sector downturns (including
a negative public perception of mergers involving SPACs), geopolitical tensions, or increases in the cost of additional capital needed
to close business combinations or operate targets post-businesscombination. Thus, our ability to identify and evaluate a target
company may be impacted by significant competition among other special purpose acquisition companies in pursuing business combination
transaction candidates and significant competition may impact the attractiveness of the acquisition terms that we will be able to negotiate.
3
Status as a Public Company
We believe our structure will
make us an attractive business combination partner to target businesses. As an existing public company, we offer a target business an
alternative to the traditional initial public offering through a merger or other business combination with us. In a business combination
transaction with us, the owners of the target business may, for example, exchange their shares of stock or shares in the target business
for our ClassA ordinary shares (or shares of a new holding company) or for a combination of our ClassA ordinary shares and
cash, allowing us to tailor the consideration to the specific needs of the sellers. We believe target businesses will find this method
a more expeditious and cost effective method to becoming a public company than the typical initial public offering. The typical initial
public offering process 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 JOBS Act. We will remain an emerging growth company until the earlier of (1)the lastday
of the fiscal year (a)following the fifth anniversary of the completion of our initial public offering, (b)in which we have
total annual gross revenue of at least $1.235billion, or (c)in which we are deemed to be a large accelerated filer, which
means the market value of our ClassA ordinary shares that is held by non-affiliatesexceeds $700million as of the prior
June30, and (2)the date on which we have issued more than $1.0billion in non-convertibledebt securities during
the prior three-yearperiod.
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-affiliatesis equal to or exceeds $250million as of the prior June30, or (2)our annual revenues
equaled or exceeded $100million during such completed fiscal year and the market value of our ordinary shares held by non-affiliatesis
equal to or exceeds $700million as of the prior June30th.
In addition, after completion
of our initial public offering and prior to the consummation of a business combination, only holders of our ClassB ordinary shares
will have the right to vote on the appointment or removal of directors. As a result, the Nasdaq Stock Market LLC (Nasdaq)
will consider us to be a controlled company within the meaning of Nasdaq corporate governance standards. Under Nasdaq corporate
governance standards, a company of which more than 50% of the voting power for the appointment of directors is held by an individual,
group or another company is a controlled company and may elect not to comply with certain corporate governance requirements.
We currently do not intend to rely on the controlled company exemption, but may do so in the future. Accordingly, if we
choose to do so, you will not have the same protections afforded to shareholders of companies that are subject to all of the Nasdaq corporate
governance requirements.
4
Financial Position
With funds available for a
business combination initially in the amount of $165,600,000 assuming no redemptions and after payment of up to $6,900,000 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
We are not presently engaged in, and we will not
engage in, any operations for an indefinite period of time following our initial public offering. We intend to effectuate our initial
business combination using cash from the proceeds of our initial public offering and the private placement of the private placement units,
the proceeds of the sale of our shares in connection with our initial business combination (including pursuant to forward purchase agreements
or backstop agreements we may enter into following the consummation of our 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. We may seek to complete our initial business combination with a company or business that may be financially unstable or
in its early stages of development or growth, which would subject us to the numerous risks inherent in such companies and businesses.
If our initial business combination
is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration
in connection with our initial business combination or used for redemptions of our ClassA ordinary shares, we may use the balance
of the cash released to us from the trust account following the closing for general corporate purposes, including for maintenance or expansion
of operations of the post-transactioncompany, the payment of principal or interest due on indebtedness incurred in completing our
initial business combination, to fund the purchase of other companies, or for working capital.
We have not selected any business
combination target. We may pursue an initial business combination in any business or industry but expect to focus our search on the broad
renewable energy, sustainable finance and nuclear energy sectors, targeting industries that are crucial components of the global clean
energy transition and offer viable pathways towards a clean energy future while ensuring sustainable, reliable, and affordable energy
supply. Accordingly, there is no current basis for investors in our initial public offering to evaluate the possible merits or risks of
the target business with which we may ultimately complete our initial business combination. 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.
5
We may seek to raise additional
funds through a private offering of debt or equity securities in connection with the completion of our initial business combination and
we may effectuate our initial business combination using the proceeds of such offering rather than using the amounts held in the trust
account. In addition, we intend to target businesses with enterprise values that are greater than we could acquire with the net proceeds
of our initial public offering and the sale of the private placement units, and, as a result, if the cash portion of the purchase price
exceeds the amount available from the trust account, net of amounts needed to satisfy any redemptions by public shareholders, we may be
required to seek additional financing to complete such proposed initial business combination. Subject to compliance with applicable securities
laws, we would expect to complete such financing only simultaneously with the completion of our initial business combination. In the case
of an initial business combination funded with assets other than the trust account assets, our proxy materials or tender offer documents
disclosing the initial business combination would disclose the terms of the financing and, only if required by law, we would seek shareholder
approval of such financing. There is no limitation on our ability to raise funds through the issuance of equity or equity-linkedsecurities
or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase
agreements or backstop agreements we may enter into following consummation of our initial public offering. At this time, we are not a
party to any arrangement or understanding with any third party with respect to raising any additional funds through the sale of securities
or otherwise. None of our sponsors, officers, directors or shareholders is required to provide any financing to us in connection with
or after our initial business combination.
Sources of Target Businesses
We anticipate that target
business candidates will be brought to our attention from various unaffiliated sources, including investment bankers and private investment
funds. Target businesses may be brought to our attention by such unaffiliated sources as a result of being solicited by us through calls
or mailings. These sources may also introduce us to target businesses in which they think we may be interested on an unsolicited basis,
since many of these sources will have read this Annual Report 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.
Prior to or in connection
with the completion of our initial business combination, there may be payment by the company to our sponsor or a member of our management
team, or our or their affiliates, of a finders fee, advisory fee, consulting fee or success fee for any services they render in
order to effectuate the completion of our initial business, which, if made prior to the completion of our initial business combination,
will be paid from working capital.
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.
6
We are not prohibited from
pursuing an initial business combination with a company that is affiliated with our sponsor, officers, directors, or any of their respective
affiliates, or completing the business combination through a joint venture or other form of shared ownership with our sponsor, officers
or directors. In the event we seek to complete our initial business combination with a company that is affiliated (as defined in our amended
and restated memorandum and articles of association) with our sponsor, officers or directors, we, or a committee of independent directors,
will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions,
stating that the consideration to be paid by us in such an initial business combination is fair to our company from a financial point
of view. We are not required to obtain such an opinion in any other context.
Lack of Business Diversification
For an indefinite period of
time after the completion of our initial business combination, the prospects for our success may depend entirely on the future performance
of a single business. Unlike other entities that have the resources to complete business combinations with multiple entities in one or
several industries, it is probable that we will not have the resources to diversify our operations and mitigate the risks of being in
a single line of business. By completing our initial business combination with only a single entity, our lack of diversification may:
|
| subject us to negative economic, competitive and regulatory
developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial
business combination, and |
|
|
| cause us to depend on the marketing and sale of a single product
or limited number of products or services. |
|
Limited Ability to Evaluate the Targets
Management Team
Although we intend to closely
scrutinize the management of a prospective target business when evaluating the desirability of effecting our initial business combination
with that business, our assessment of the target businesss management may not prove to be correct. In addition, the future management
may not have the necessary skills, qualifications or abilities to manage a public company. Furthermore, the future role of members of
our management team, if any, in the target business cannot presently be stated with any certainty. The determination as to whether any
of the members of our management team will remain with the combined company will be made at the time of our initial business combination.
While it is possible that one or more of our directors will remain associated in some capacity with us following our initial business
combination, it is unlikely that any of them will devote their full efforts to our affairs subsequent to our initial business combination.
Moreover, we cannot assure you that members of our management team will have significant experience or knowledge relating to the operations
of the particular target business.
We cannot assure you that
any of our key personnel will remain in senior management or advisory positions with the combined company. The determination as to whether
any of our key personnel will remain with the combined company will be made at the time of our initial business combination.
Following a business combination,
we may seek to recruit additional managers to supplement the incumbent management of the target business. We cannot assure you that we
will have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or experience
necessary to enhance the incumbent management.
7
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); |
|
|
| Any of our directors, officers or substantial shareholders
(as defined by Nasdaq rules) has a 5% or greater interest earned on the trust account (or such persons collectively have a 10% or greater
interest), directly or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance
of ordinary shares could result in an increase in outstanding ordinary shares or voting power of 5% or more; or |
|
|
| The issuance or potential issuance of ordinary shares will
result in our undergoing a change of control. |
|
The decision as to whether
we will seek shareholder approval of a proposed business combination in those instances in which shareholder approval is not required
by applicable law or stock exchange listing requirements will be made by us, solely in our discretion, and will be based on business and
legal reasons, which include a variety of factors, including, but not limited to: (i)the timing of the transaction, including in
the event we determine shareholder approval would require additional time and there is either not enough time to seek shareholder approval
or doing so would place the company at a disadvantage in the transaction or result in other additional burdens on the company; (ii)the
expected cost of holding a shareholder vote; (iii)the risk that the shareholders would fail to approve the proposed business combination;
(iv)other time and budget constraints of the company; and (v)additional legal complexities of a proposed business combination
that would be time-consumingand burdensome to present to shareholders.
Redemption Rights for Public Shareholders upon
Completion of our Initial Business Combination
We will provide our public
shareholders with the opportunity to redeem all or a portion of their ClassA ordinary shares, regardless of whether they abstain,
vote for, or vote against, our initial business combination, upon the completion of our initial business combination at a per-shareprice,
payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of twobusinessdays prior
to the consummation of the initial business combination, including interest earned on the funds held in the trust account (net of taxes
payable), divided by the number of then-outstandingpublic shares, subject to the limitations and on the conditions described herein.
The amount in the trust account is initially anticipated to be $10.00 per public share. The per share amount we will distribute to investors
who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. Our sponsor,
officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights
with respect to their founder shares, private placement shares and any public shares they may hold in connection with the completion of
our initial business combination.
8
Our proposed initial business
combination may impose a minimum cash requirement for (i)cash consideration to be paid to the target or its owners, (ii)cash
for working capital or other general corporate purposes or (iii)the retention of cash to satisfy other conditions. In the event
the aggregate cash consideration we would be required to pay for all ClassA ordinary shares that are validly submitted for redemption
plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed the aggregate
amount of cash available to us, we will not complete the initial business combination or redeem any shares, and all ClassA ordinary
shares submitted for redemption will be returned to the holders thereof. We may, however, raise funds through the issuance of equity-linkedsecurities
or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase
agreements or backstop arrangements we may enter into following consummation of our initial public offering, in order to, among other
reasons, satisfy such net tangible assets or minimum cash requirements.
*Manner of Conducting Redemptions*
We will provide our public
shareholders with the opportunity to redeem all or a portion of their ClassA ordinary shares upon the completion of our initial
business combination either (i)in connection with a general meeting called to approve the business combination or (ii)without
a shareholder vote by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination
or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of
the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange
listing requirement or whether we were deemed to be a foreign private issuer (which would require a tender offer rather than seeking shareholder
approval under SEC rules), as described above under the heading *Shareholders May Not Have the Ability to Approve Our Initial
Business Combination*. Asset acquisitions and share purchases would not typically require shareholder approval while direct
mergers with our company (other than with a 90% subsidiary of ours) and any transactions where we issue more than 20% of our issued and
outstanding ordinary shares or seek to amend our amended and restated memorandum and articles of association would require shareholder
approval. So long as we 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 are contained in provisions
of our amended and restated memorandum and articles of association and will apply whether or not we maintain our registration under the
Securities ExchangeAct of 1934, as amended (the Exchange Act) or our listing on Nasdaq. Such provisions may be amended
if approved by a special resolution, which requires the affirmative vote of at least two-thirdsof the votes cast by such shareholders
as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company,
so long as we offer redemption in connection with such amendment.
9
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 Regulation14A of the ExchangeAct, which regulates the solicitation of proxies, and not pursuant to the tender
offer rules; and |
|
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| file proxy materials with the SEC. |
|
In the event that we seek shareholder
approval of our initial business combination, we will distribute proxy materials and, in connection therewith, provide our public shareholders
with the redemption rights described above upon completion of the initial business combination.
If we seek shareholder approval,
we will complete our initial business combination only if we receive an ordinary resolution under Cayman Islands law and our amended and
restated memorandum and articles of association, which requires the affirmative vote of at least a majority of the votes cast by such
shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of
the company. A quorum for such meeting will be present if the holders of at least 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 during or after our initial public offering (including in open market and privately-negotiatedtransactions)
in favor of our initial business combination (except that any public shares such parties may purchase in compliance with the requirements
of Rule14e-5under the ExchangeAct would not be voted in favor of approving the business combination transaction). For
purposes of seeking approval of an ordinary resolution, non-voteswill have no effect on the approval of our initial business combination
once a quorum is obtained. Assuming that only the holders of one-thirdof our issued and outstanding ordinary shares, representing
a quorum under our amended and restated memorandum and articles of association vote their shares at a general meeting of the company,
we will not need any public shares in addition to our founder shares to be voted in favor of an initial business combination in order
to approve an initial business combination. However, if our initial business combination is structured as a statutory merger or consolidation
with another company under Cayman Islands law, the approval of our initial business combination will require a special resolution, which
requires the affirmative vote of at least two-thirdsof the votes cast by such shareholders as, being entitled to do so, vote in
person or, where proxies are allowed, by proxy at the applicable general meeting of the company. In addition, prior to the closing of
our initial business combination, only holders of our ClassB ordinary shares (i)will have the right to vote to appoint and
remove directors prior to or in connection with the completion of our initial business combination and (ii)will be entitled to vote
on continuing our company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend our constitutional
documents or to adopt new constitutional documents, in each case, as a result of our approving a transfer by way of continuation in a
jurisdiction outside the Cayman Islands). These quorum and voting thresholds, and the voting agreement of our sponsor, officers and directors,
may make it more likely that we will consummate our initial business combination. Each public shareholder may elect to redeem their public
shares irrespective of whether they vote for or vote against the proposed transaction, or whether they do not vote or abstain from voting
on the proposed transaction, or whether they were a public shareholder on the record date for the general meeting held to approve the
proposed transaction.
10
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 Rule13e-4and
Regulation14E of the ExchangeAct, which regulate issuer tender offers; and |
|
|
| file tender offer documents with the SEC prior to completing
our initial business combination which contain substantially the same financial and other information about the initial business combination
and the redemption rights as is required under Regulation14A of the ExchangeAct, which regulates the solicitation of proxies. |
|
In the event we conduct redemptions
pursuant to the tender offer rules, our offer to redeem will remain open for at least 20businessdays, in accordance with Rule14e-1(a)under
the ExchangeAct, and we will not be permitted to complete our initial business combination until the expiration of the tender offer
period. In addition, the tender offer will be conditioned on public shareholders not tendering more than the number of public shares we
are permitted to redeem. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer
and not complete the initial business combination.
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 Rule10b5-1to purchase our ClassA ordinary shares in the open market, in order
to comply with Rule14e-5under the ExchangeAct.
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 twobusinessdays
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 twobusinessdays 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.
11
Our proposed initial business
combination may impose a minimum cash requirement for (i)cash consideration to be paid to the target or its owners, (ii)cash
for working capital or other general corporate purposes or (iii)the retention of cash to satisfy other conditions. In the event
the aggregate cash consideration we would be required to pay for all ClassA ordinary shares that are validly submitted for redemption
plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed the aggregate
amount of cash available to us, we will not complete the initial business combination or redeem any shares, and all ClassA ordinary
shares submitted for redemption will be returned to the holders thereof. We may, however, raise funds through the issuance of equity or
equity-linkedsecurities or through loans, advances or other indebtedness in connection with our initial business combination, including
pursuant to forward purchase agreements or backstop arrangements we may enter into following consummation of our initial public offering,
in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements.
**
*Limitation on Redemption upon Completion
of Initial Business Combination if we Seek Shareholder Approval*
If we seek shareholder approval
of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to
the tender offer rules, our amended and restated memorandum and articles of association provide that a public shareholder, together with
any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a group (as
defined under Section13 of the ExchangeAct), will be restricted from seeking redemption rights with respect to Excess Shares
without our prior consent. We believe this restriction will discourage shareholders from accumulating large blocks of shares, and subsequent
attempts by such holders to use their ability to exercise their redemption rights against a proposed business combination as a means to
force us or our management to purchase their shares at a significant premium to the then-currentmarket price or on other undesirable
terms. Absent this provision, a public shareholder holding more than an aggregate of 20% of the shares sold in our initial public offering
could threaten to exercise its redemption rights if such holders shares are not purchased by us, our sponsor or our management
at a premium to the then-currentmarket price or on other undesirable terms. By limiting our shareholders ability to redeem
no more than 20% of the shares sold in our initial public offering without our prior consent, we believe we will limit the ability of
a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly
in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain
amount of cash.
However, we would not be restricting
our shareholders ability to vote all of their shares (including Excess Shares) for or against our initial business combination.
**
*Redemption of Public Shares and Liquidation
if no Initial Business Combination*
Our amended and restated
memorandum and articles of association provide that we will have only the duration of the completion window to complete our initial business
combination. If we have not completed our initial business combination within such time period, we will (i)cease all operations
except for the purpose of winding up, (ii)as promptly as reasonably possible but not more than tenbusinessdays thereafter
(and subject to lawfully available funds therefor), redeem the public shares, at a per-shareprice, payable in cash, equal to the
aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (which interest
shall be net of taxes payable and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstandingpublic
shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive
further liquidating distributions, if any), subject to applicable law, and (iii)as promptly as reasonably possible following such
redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each
case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There
will be no redemption rights or liquidating distributions with respect to our Share Rights, which will expire worthless if we fail to
complete our initial business combination by November 26, 2027.
12
*Comparison of Redemption
or Purchase Prices in Connection with our Initial Business Combination and if We Fail to Complete our Initial Business Combination*
The following table compares the redemptions and
other permitted purchases of public shares that may take place in connection with the completion of our initial business combination and
if we are unable to complete our initial business combination by November 26, 2027.
|
|
|
Redemptions in
Connection with our Initial
BusinessCombination |
|
Other Permitted
Purchases of Public
SharesbyourAffiliates |
|
Redemptions if we fail
to Complete an Initial
Business Combination | |
|
Calculation of redemption price |
|
Redemptions at the time of our initial business combination may be made pursuant to a tender offer or in connection with a shareholder vote. The redemption price will be the same whether we conduct redemptions pursuant to a tender offer or in connection with a shareholder vote. In either case, our public shareholders may redeem their public shares for cash equal to the aggregate amount then on deposit in the trust account calculated as of twobusinessdays prior to the consummation of the initial business combination (which is initially anticipated to be $10.00 per share), including interest earned on the funds held in the trust account (net of taxes payable), divided by the number of then-outstandingpublic shares, subject to the limitation that no redemptions will take place if all of the redemptions would cause to be unable to satisfy any limitations (including but not limited to cash requirements) agreed to in connection with the negotiation of terms of a proposed business combination. |
|
If we seek shareholder approval of our initial business combination, our sponsor, initial shareholders, directors, officers, advisors or their affiliates may purchase shares or Share Rights in privately negotiated transactions or in the open market either prior to or following completion of our initial business combination. If our sponsor, initial shareholders, directors, officers, advisors or their affiliates were to purchase shares of Share Rights from public shareholders, they would do so at a price no higher than the price offered through our redemption process. If they engage in such transactions they will not make any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by RegulationM under the ExchangeAct. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the ExchangeAct or a going-privatetransaction subject to the going-privaterules under the ExchangeAct; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. |
|
If we are unable to complete our initial business combination by November 26, 2027, we will redeem all public shares at a per-shareprice, payable in cash, equal to the aggregate amount, then on deposit in the trust account (which is initially anticipated to be $10.00 per share), including interest earned on the funds held in the trust account and not previously released to us (net of taxes payable and up to $100,000 of interest to pay dissolution expenses) divided by the number of then-outstandingpublic shares. | |
|
|
|
|
|
|
|
| |
|
Impact to remaining shareholders |
|
The redemptions in connection with our initial business combination will reduce the book value per share for our remaining shareholders, who will bear the burden of the deferred underwriting commissions and interest withdrawn for taxes. |
|
If the permitted purchases described above are made, there would be no impact to our remaining shareholders because the purchase price would not be paid by us. |
|
The redemption of our public shares if we fail to complete our initial business combination will reduce the book value per share for the shares held by our initial shareholders, who will be our only remaining shareholders after such redemptions. | |
13
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 issued and outstanding 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
Our office address is 19215
SE 24th Street, Suite # 106-159, Camas WA 98607. We consider our current office space adequate for our current operations.
Employees
We currently have three officers:
Andrew McLean, Jim Campbell and Michael Krawchuk. These individuals are not obligated to devote any specific number ofhours to our
matters but they intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial business
combination. The amount of time they will devote in any time period will vary based on whether a target business has been selected for
our initial business combination and the stage of the business combination process we are in. We do not intend to have any full time employees
prior to the completion of our initial business combination.
Periodic Reporting and Financial Information
We registered our units, ClassA
ordinary shares and Share Rights under the ExchangeAct and have reporting obligations, including the requirement that we file annual,
quarterly and current reports with the SEC.In accordance with the requirements of the ExchangeAct, our annual reports contain
financial statements audited and reported on by our independent registered public accountants.
We will provide shareholders
with audited financial statements of the prospective target business as part of the proxy solicitation materials or tender offer documents
sent to shareholders to assist them in assessing the target business. In all likelihood, these financial statements will need to be prepared
in accordance with, or reconciled to, 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 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.
14
We will be required to evaluate
our internal control procedures for the fiscal year ending December31, 2026 as required by the Sarbanes-OxleyAct. Only in
the event we are deemed to be a large accelerated filer or an accelerated filer, 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-OxleyAct regarding adequacy of their internal controls. The development of the internal controls of any such entity
to achieve compliance with the Sarbanes-OxleyAct may increase the time and costs necessary to complete any such business combination.
We have filed a Registration
Statement on Form8-Awith the SEC to voluntarily register our securities under Section12 of the ExchangeAct. As
a result, we are subject to the rules and regulations promulgated under the ExchangeAct. We have no current intention of filing
a Form15 to suspend our reporting or other obligations under the ExchangeAct prior or subsequent to the consummation of our
initial 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 Section6 of the Tax Concessions Act (As Revised) of the
Cayman Islands, for a period of 20years 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
dividends or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due
under a debenture or other obligation of us. We are an emerging growth company, as defined in Section2(a)of
the Securities Act, 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 Section404 of the Sarbanes-OxleyAct, reduced
disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements
of holding a non-bindingadvisory 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, Section107
of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided
in Section7(a)(2)(B)of the Securities Act for complying with new or revised accounting standards. In other words, an emerging
growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.
We intend to take advantage of the benefits of this extended transition period.
We will remain an emerging
growth company until the earlier of (1)the lastday of the fiscal year (a)following the fifth anniversary of the completion
of our initial public offering, (b)in which we have total annual gross revenue of at least $1.235billion, or (c)in which
we are deemed to be a large accelerated filer, which means the market value of our ClassA ordinary shares that are held by non-affiliatesexceeds
$700million as of the prior June30, and (2)the date on which we have issued more than $1.0billion in non-convertibledebt
during the prior three-yearperiod.
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 ClassA
ordinary shares held by non-affiliatesequals or exceeds $250million as of the end of that years second fiscal quarter,
or (2)our annual revenues equaled or exceeded $100million during such completed fiscal year and the market value of our ClassA
ordinary shares held by non-affiliatesexceeds $700million as of the end of that years second fiscal quarter.
15
RISK FACTORS SUMMARY
An investment in our securities
involves a high degree of risk. The occurrence of one or more of the events or circumstances described in the section entitled Risk
Factors, alone or in combination with other events or circumstances, may materially adversely affect our business, financial condition
and operating results. In that event, the trading price of our securities could decline, and you could lose all or part of your investment.
Such risks include, but are not limited to, the following:
Risks Related to our Search for, Consummation
of, or Inability to Consummate, a Business Combination
|
| We are a Cayman Islands exempted
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, which means we may complete our initial business
combination even though a majority of our public shareholders do not support such a combination. |
|
|
| The ability of our public shareholders
to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable initial business
combination or optimize our capital structure. |
|
|
| We may not be able to complete
our initial business combination within the prescribed time frame, in which case we would cease all operations except for the purpose
of winding up and we would redeem our public shares and liquidate, in which case our public shareholders may receive only their pro rata
portion of the funds in the trust account that are available for distribution to public shareholders, and our rights will expire without
value to the holder. |
|
|
| You will not have any rights
or interests in funds from the trust account, except under certain limited circumstances. To liquidate your investment, therefore, you
may be forced to sell your public shares or rights potentially at a loss. |
|
|
| We may seek acquisition opportunities
in industries or sectors which may be outside of our managements area of expertise. |
|
|
| Past performance by our management
team, our advisors and our initial shareholders may not be indicative of future performance of an investment in us. |
|
Risks Related to Our Securities
|
| 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. |
|
Risks Related to Our Management
|
| Our officers and directors may
allocate their time to other businesses and may become officers or directors of any other special purpose acquisition companies, thereby
causing conflicts of interest in their determination as to how much time to devote to our affairs and whether to present potential target
to us instead of to our competitors. This conflict of interest could have a negative impact on our ability to complete our initial business
combination. |
|
|
| Our initial shareholders and
their respective affiliates may have competitive pecuniary interests that conflict with our interests. |
|
Post Business Combination Risks
|
| Our management will most likely
not 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 seek acquisition opportunities
with an early-stage company, a financially unstable business or an entity lacking an established record of revenue or earnings. |
|
Risks Related to Acquiring and Operating a
Business Outside of the United States
|
| Because of the costs and difficulties
inherent in managing cross-border business operations, our results of operations may be negatively impacted. |
|
|
| If we effect an initial business
combination with a company located outside of the United States, the laws applicable to such company will likely govern all of our material
agreements and we may not be able to enforce our legal rights. |
|
16
ITEM 1A. RISK FACTORS
*This Annual Report
contains forward-looking information based on our current expectations. You should carefully consider the risks and uncertainties described
below together with all of the other information contained in this Annual Report, including our consolidated financial statements and
the related notes appearing at the end of this Annual Report, before deciding whether to invest in our securities. If any of the following
events occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading
price of our securities could decline, and you could lose all or part of your investment.*
Risks Related to our Search for, Consummation
of, or Inability to Consummate, a Business Combination
Risks Relating to our
Search for, and Consummation of or Inability to Consummate, a Business Combination
*We have no operating
history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.*
**
We are an exempted company
incorporated under the laws of the Cayman Islands with no operating results. Because we lack an operating history to date, you have no
basis upon which to evaluate our ability to achieve our business objective of completing our initial business combination with one or
more target businesses. We 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.
*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. In such case, the decision as to whether we will seek shareholder approval of a
proposed business combination or will allow shareholders to sell their shares to us in a tender offer will be made by us, solely in our
discretion, and will be based on a variety of factors, such as the timing of the transaction and whether the terms of the transaction
would otherwise require us to seek shareholder approval. Even if we seek shareholder approval, the holders of our founder shares will
participate in the vote on such approval. Accordingly, we may complete our initial business combination even if holders of a majority
of our ordinary shares do not approve of the business combination we complete.
*If we seek shareholder
approval of our initial business combination, our initial shareholders and management team have agreed to vote in favor of such initial
business combination, regardless of how our public shareholders vote.*
**
Our initial shareholders
own 25% of our issued and outstanding ordinary shares (excluding the private placement shares). Our initial shareholders and management
team also may from time to time purchase ClassA ordinary shares prior to our initial business combination. Our amended and restated
memorandum and articles of association provides that, if we seek shareholder approval of an initial business combination, such initial
business combination will be approved if we receive an ordinary resolution under Cayman Islands law and our amended and restated memorandum
and articles of association, which requires the affirmative vote of at least a majority of the votes cast by such shareholders as, being
entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company. Assuming that
only the holders of one-thirdof our issued and outstanding ordinary shares, representing a quorum under our amended and restated
memorandum and articles of association, vote their ordinary shares at a general meeting of the company, we will not need any public shares
in addition to our founder shares to be voted in favor of an initial business combination in order to approve an initial business combination.
However, if our initial business combination is structured as a statutory merger or consolidation with another company under Cayman Islands
law, the approval of our initial business combination will require a special resolution, which requires the affirmative vote of at least
two-thirdsof the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy
at the applicable general meeting of the company. Accordingly, if we seek shareholder approval of our initial business combination, the
agreement by our initial shareholders and management team to vote in favor of our initial business combination will increase the likelihood
that an ordinary resolution will be passed, being the requisite shareholder approval for such initial business combination.
17
*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.*
**
You may 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
20businessdays) set forth in our tender offer documents mailed to our public shareholders in which we describe our initial
business combination. The amount of the deferred underwriting commissions payable to the underwriters 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 per-sharevalue
of shares held by non-redeemingshareholders will reflect our obligation to pay the deferred underwriting commissions.
*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. Consequently, if accepting all properly submitted redemption
requests would not allow us to satisfy a closing condition as described above, we would not proceed with such redemption and the related
business combination and may instead search for an alternate business combination. Prospective targets will be aware of these risks and,
thus, may be reluctant to enter into a business combination transaction with us.
*The ability of our
public shareholders to exercise redemption rights with respect to a large number of our shares and the amount of deferred underwriting
compensation may not allow us to complete the most desirable business combination or optimize our capital structure, and may substantially
dilute your investment in us.*
**
At the time we enter into
an agreement for our initial business combination, we will not know how many shareholders may exercise their redemption rights, and therefore
will need to structure the transaction based on our expectations as to the number of shares that will be submitted for redemption. If
our initial business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price, or
requires us to have a minimum amount of cash at closing, we will need to reserve a portion of the cash in the trust account to meet such
requirements, or arrange for third party financing. In addition, if a larger number of shares 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-dilutionprovision of the ClassB
ordinary shares results in the issuance of ClassA ordinary shares on a greater than one-to-onebasis upon conversion of the
ClassB ordinary shares at the time of our initial business combination. In addition, the amount of the deferred underwriting compensation
payable to the underwriters will not be adjusted for any shares that are redeemed in connection with an initial business combination.
The per share amount we will distribute to shareholders who properly exercise their redemption rights will not be reduced by the deferred
underwriting compensation and after such redemptions, the amount held in trust will continue to reflect our obligation to pay the entire
deferred underwriting compensation. The above considerations may limit our ability to complete the most desirable business combination
available to us or optimize our capital structure. As a result, our obligations to redeem public shares for which redemption is requested
and to pay the deferred underwriting commissions may not allow us to complete the most desirable business combination or optimize our
capital structure.
18
In addition, raising additional
third-partyfinancing 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-dilutionprovisions of the ClassB ordinary shares result in the issuance
of ClassA ordinary shares on a greater than one-to-onebasis upon conversion of the ClassB ordinary shares at the time
of our business combination. The above considerations may limit our ability to complete the most desirable business combination available
to us or optimize our capital structure and may result in substantial dilution from your purchase of our ClassA ordinary shares.
The effect of this dilution will be greater for shareholders who do not redeem. The amount of the deferred underwriting compensation payable
to the underwriters will not be adjusted for any shares that are redeemed in connection with an initial business combination, which may
further dilute your investment. The per-shareamount we will distribute to shareholders who properly exercise their redemption rights
will not be reduced by the deferred underwriting compensation and after such redemptions, the per-sharevalue of shares held by non-redeemingshareholders
will reflect our obligation to pay the deferred underwriting compensation. We may not be able to generate sufficient value from the completion
of our initial business combination in order to overcome the dilutive impact of these and other factors, and, accordingly, you may incur
a net loss on your investment.
*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 by November 26, 2027 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
by November 26, 2027. Consequently, such target business may obtain leverage over us in negotiating a business combination, knowing that
if we do not complete our initial business combination with that particular target business, we may be unable to complete our initial
business combination with any target business. This risk will increase as we get closer to the timeframe described above. In addition,
we may have limited time to conduct due diligence and may enter into our initial business combination on terms that we would have rejected
upon a more comprehensive investigation. The length of time it may take us to complete our diligence and negotiate a business combination
may reduce the amount of time available for us to ultimately complete an initial business combination should such diligence or negotiations
not lead to a consummated initial business combination.
*We may not be able
to complete our initial business combination by November 26, 2027, 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 by November 26, 2027. Our ability to complete our initial business
combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described
herein. If we have not completed our initial business combination within such time period, we will (i)cease all operations except
for the purpose of winding up, (ii)as promptly as reasonably possible but not more than tenbusinessdays thereafter (and
subject to lawfully available funds therefor), redeem the public shares, at a per-shareprice, payable in cash, equal to the aggregate
amount then on deposit in the trust account, including interest earned on the funds held in the trust account (which interest shall be
net of taxes payable and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstandingpublic
shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive
further liquidating distributions, if any), subject to applicable law, and (iii)as promptly as reasonably possible following such
redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each
case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such
case, our public shareholders may only receive $10.00 per share, or possibly less, and our Share Rights will expire without value to the
holder. In certain circumstances, our public shareholders may receive less than $10.00 per share on the redemption of their shares.
19
*We may decide not to
extend the term we have to consummate our initial business combination, in which case we would redeem our public shares, and the Share
Rights may be worthless.*
We have until November 26,
2027 or until such earlier liquidation date as our board of directors may approve, to consummate our initial business combination. If
we anticipate that we may be unable to consummate our initial business combination within such period, we may seek shareholder approval
to amend our amended and restated memorandum and articles of association to extend the date by which we must consummate our initial business
combination. However, we may decide not to seek to extend the date by which we must consummate our initial business combination. If we
do not seek to extend the date by which we must consummate our initial business combination, and we are unable to consummate our initial
business combination within the applicable time period, we will (i)cease all operations except for the purpose of winding up, (ii)as
promptly as reasonably possible but not more than tenbusinessdays thereafter (and subject to lawfully available funds therefor),
redeem the public shares, at a per-shareprice, payable in cash, equal to the aggregate amount then on deposit in the trust account,
including interest earned on the funds held in the trust account (which interest shall be net of taxes payable and less up to $100,000
of interest to pay dissolution expenses), divided by the number of then-outstandingpublic shares, which redemption will completely
extinguish public shareholders rights as shareholders (including the right to receive further liquidating distributions, if any),
subject to applicable law, and (iii)as promptly as reasonably possible following such redemption, subject to the approval of our
remaining shareholders and our board of directors, liquidate and dissolve, subject in each case, to our obligations under Cayman Islands
law to provide for claims of creditors and the requirements of other applicable law. In such event, the Share Rights may be worthless.
*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 or public Share Rights from public shareholders, which may influence a vote on a proposed business combination
and reduce the public float of our ClassA ordinary shares.*
**
If we seek shareholder approval
of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to
the tender offer rules, our sponsor, initial shareholders, directors, officers, advisors and their affiliates may purchase public shares
or Share Rights in privately negotiated transactions or in the open market either prior to or following the completion of our initial
business combination, although they are under no obligation or duty to do so. Such a purchase may include a contractual acknowledgment
that such shareholder, although still the record holder of our shares is no longer the beneficial owner thereof and therefore agrees not
to exercise its redemption rights. In the event that our sponsor, initial shareholders, directors, officers, advisors and their affiliates
purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights,
such selling shareholders would be required to revoke their prior elections to redeem their shares. It is intended that, if Rule10b-18would
apply to purchases by sponsor, initial shareholders, directors, officers, advisors and their affiliates, then such purchases will comply
with Rule10b-18under the ExchangeAct, to the extent it applies, which provides a safe harbor for purchases made under
certain conditions, including with respect to timing, pricing and volume of purchases.
Additionally, at any time
at or prior to our initial business combination, subject to applicable securities laws (including with respect to material nonpublic information),
our sponsor, initial shareholders, directors, officers, advisors and their affiliates may enter into transactions with investors and others
to provide them with incentives to acquire public shares, vote their public shares in favor of our initial business combination or not
redeem their public shares. However, they have no current commitments, plans or intentions to engage in such transactions and have not
formulated any terms or conditions for any such transactions. None of the funds in the trust account will be used to purchase public shares
or Share Rights in such transactions.
The purpose of any such transactions
could be to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount
of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. Any such
purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible.
20
In addition, if such purchases
are made, the public float of our securities may be reduced and the number of beneficial holders of our securities may be
reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities
exchange. Any such purchases will be reported pursuant to Section13 and Section16 of the ExchangeAct to the extent such
purchasers are subject to such reporting requirements. Additionally, in the event our sponsor, initial shareholders, directors, officers,
advisors and their affiliates were to purchase public shares or Share Rights from public shareholders, such purchases would be structured
in compliance with the requirements of Rule14e-5under the ExchangeAct including, in pertinent part, through adherence
to the following:
|
| our registration statement/proxy statement filed for our business
combination transaction would disclose the possibility that our sponsor, initial shareholders, directors, officers, advisors and their
affiliates may purchase public shares or Share Rights 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 Form8-K, before our security
holder meeting to approve the business combination transaction, the following material items: |
|
|
| the amount of our securities purchased outside of the redemption
offer by our sponsor, initial shareholders, directors, officers, advisors and their affiliates, along with the purchase price; |
|
|
| the purpose of the purchases by our sponsor, initial shareholders,
directors, officers, advisors and their affiliates; |
|
|
| the impact, if any, of the purchases by our sponsor, initial
shareholders, directors, officers, advisors and their affiliates on the likelihood that the business combination transaction will be
approved; |
|
|
| the identities of our security holders who sold to our sponsor,
initial shareholders, directors, officers, advisors and their affiliates (if not purchased on the open market) or the nature of our security
holders (e.g., 5% security holders) who sold to our sponsor, initial shareholders, directors, officers, advisors and their affiliates;
and |
|
|
| the number of our securities for which we have received redemption
requests pursuant to our redemption offer. |
|
*If a shareholder fails
to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with
the procedures for submitting or tendering its shares, such shares may not be redeemed.*
We will comply with the proxy
rules or tender offer rules, as applicable, when conducting redemptions in connection with our initial business combination. Despite our
compliance with these rules, if a shareholder fails to receive our proxy materials or tender offer documents, as applicable, such shareholder
may not become aware of the opportunity to redeem its shares. In addition, proxy materials or tender offer documents, as applicable, that
we will furnish to holders of our public shares in connection with our initial business combination will describe the various procedures
that must be complied with in order to validly tender or submit public shares for redemption. For example, we intend to require our public
shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in street name,
to, at the holders option, either deliver their share certificates to our transfer agent, or to deliver their shares to our transfer
agent electronically prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy
materials, this date may be up to twobusinessdays 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 twobusinessdays 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.
21
*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
our initial public offering and the sale of the private placement units are intended to be used to complete one or more initial business
combinations with a target business or businesses that have not been selected, we may be deemed to be a blank check company
under the UnitedStates securities laws. However, because our securities will be listed on a national securities exchange with listing
standards that meet certain requirements, our securities will not be deemed a penny stock and therefore 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 business combinations than do companies subject to Rule419.
*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 20% of our ClassA ordinary shares, you may lose the ability to redeem all such shares
in excess of 20% 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 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 Section13 of the ExchangeAct), will be restricted from redeeming its shares with respect to more than an aggregate
of 20% of the shares sold in our 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 20% and, in order to dispose of such shares, would be required
to sell your shares in open market transactions, potentially at a loss.
*Because of our limited
resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial
business combination. If we are unable to complete our initial business combination, our public shareholders may receive only their pro
rata portion of the funds in the trust account that are available for distribution to public shareholders, and our Share Rights will expire
worthless.*
**
We expect to encounter competition
from other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships),
other blank check companies and other entities, domestic and international, competing for the types of businesses we intend to acquire.
Many of these individuals and entities are well-establishedand have extensive experience in identifying and effecting, directly
or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors possess similar
or greater technical, human and other resources to ours or more local industry knowledge than we do and our financial resources will be
relatively limited when contrasted with those of many of these competitors. While we believe there are numerous target businesses we could
potentially acquire with the net proceeds of our initial public offering and the sale of the private placement units, our ability to compete
with respect to the acquisition of certain target businesses that are sizable will be limited by our available financial resources. This
inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore, we are
obligated to offer holders of our public shares the right to redeem their shares for cash at the time of our initial business combination
in conjunction with a shareholder vote or via a tender offer. Target companies will be aware that this may reduce the resources available
to us for our initial business combination. Any of these obligations may place us at a competitive disadvantage in successfully negotiating
a business combination. If we are unable to complete our initial business combination, our public shareholders may receive only their
pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our Share Rights will
expire worthless.
22
*If our working capital
is insufficient to allow us to operate for at least the duration of the completion window, it could limit the amount available to fund
our search for a target business or businesses and complete our initial business combination, and we will depend on loans from our sponsor
or management team to fund our search and to complete our initial business combination.*
We believe that our working capital 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. We could use
working capital to pay fees to consultants to assist us with our search for a target business. We could also use working capital as a
down payment or to fund a no-shop provision (a provision in letters of intent or merger agreements designed to keep target
businesses from shopping around for transactions with other companies or investors on terms more favorable to such target
businesses) with respect to a particular proposed business combination, although we do not have any current intention to do so. If we
entered into a letter of intent or merger agreement where we paid for the right to receive exclusivity from a target business and were
subsequently required to forfeit such funds (whether as a result of our breach or otherwise), we might not have sufficient funds to continue
searching for, or conduct due diligence with respect to, a target business.
If we are required to seek
additional capital, we would need to borrow funds from our sponsor, management team or other third parties to operate or may be forced
to liquidate. Neither our sponsor, members of our management team nor any of their affiliates is under any obligation to advance funds
to us in such circumstances. Any such advances would be repaid only from working capital or from funds released to us upon completion
of our initial business combination. Up to $3,500,000 of such loans may be convertible into private placement units of the post-businesscombination
entity at a price of $5.00 per unit at the option of the lender. Such units would be identical to the private placement units. Prior to
the completion of our initial business combination, we do not expect to seek loans from parties other than our sponsor or an affiliate
of our sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to
seek access to funds in our trust account. If we are unable to complete our initial business combination because we do not have sufficient
funds available to us, we will be forced to liquidate the trust account. Consequently, our public shareholders may only receive an estimated
$10.00 per share, or possibly less, on our redemption of our public shares, and our Share Rights will expire worthless.
*If third parties bring
claims against us, the proceeds held in the trust account could be reduced and theper-shareredemption amount received by shareholders
may be less than $10.00 per share.*
Our placing of funds in the
trust account may not protect those funds from third 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. Withum Smith+Brown, PC, our independent registered public accounting firm, and the underwriters of our initial public offering
will not execute agreements with us waiving such claims to the monies held in the trust account.
23
Examples of possible instances
where we may engage a third party that refuses to execute a waiver include the engagement of a third-partyconsultant 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-shareredemption amount received
by public shareholders could be less than the $10.00 per public share initially held in the trust account, due to claims of such creditors.
Pursuant to the letter agreement
previously filed with our 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 (except for the Companys independent registered public accounting
firm), or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement
or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i)$10.00 per public share
and (ii)the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if
less than $10.00 per public share due to reductions in the value of the trust assets, net of taxes payable, provided that such liability
will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies
held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters
of our initial public offering against certain liabilities, including liabilities under the Securities Act. However, we have not asked
our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds
to satisfy its indemnity obligations and we believe that our sponsors only assets are securities of our company. Therefore, we
cannot assure you that our sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made
against the trust account, the funds available for our initial business combination and redemptions could be reduced to less than $10.00
per public share. In such event, we may not be able to complete our initial business combination, and you would receive such lesser amount
per share in connection with any redemption of your public shares. None of our officers or directors will indemnify us for claims by third
parties including, without limitation, claims by vendors and prospective target businesses.
*Our directors may decide
not to enforce the indemnification obligations of our sponsor, resulting in a reduction in the amount of funds in the trust account available
for distribution to our public shareholders.*
In the event that the proceeds
in the trust account are reduced below the lesser of (i)$10.00 per public share and (ii)the actual amount per public share
held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per public share due to reductions
in the value of the trust assets, in each case net of taxes payable, and our sponsor asserts that it is unable to satisfy 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.
*We may not have sufficient
funds to satisfy indemnification claims of our directors and officers.*
We have agreed to indemnify
our officers and directors to the fullest extent permitted by law, including for any liability incurred in their capacities as such, except
through their own actual fraud, willful default or willful neglect. However, our officers and directors have agreed to waive any right,
title, interest or claim of any kind in or to any monies in the trust account and to not seek recourse against the trust account for any
reason whatsoever. Accordingly, any indemnification provided will be able to be satisfied by us only if (i)we have sufficient funds
outside of the trust account or (ii)we consummate an initial business combination. Our obligation to indemnify our officers and
directors may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These
provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though
such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholders investment may be adversely
affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification
provisions.
24
*If, after we distribute
the proceeds in the trust account to our public shareholders, we file a bankruptcy or insolvency petition or an involuntary bankruptcy
or insolvency petition is filed against us that is not dismissed, a bankruptcy or insolvency court may seek to recover such proceeds,
and the members of our board of directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the
members of our board of directors and us to claims of punitive damages.*
If, after we distribute the
proceeds in the trust account to our public shareholders, we file a bankruptcy or insolvency petition or an involuntary bankruptcy or
insolvency petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable
debtor/creditor and/or bankruptcy/insolvency laws as either a preferential transfer or a fraudulent conveyance, preference
or disposition. As a result, a liquidator or a bankruptcy or other court could seek to recover some or all amounts received by
our shareholders. In addition, our board of directors may be viewed as having breached its fiduciary duty to us or our creditors and/or
having acted in bad faith, thereby exposing itself and us to claims of punitive damages, by paying public shareholders from the trust
account prior to addressing the claims of creditors.
*If, before distributing
the proceeds in the trust account to our public shareholders, we file a bankruptcy or insolvency petition or an involuntary bankruptcy
or insolvency petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the
claims of our shareholders and theper-shareamount that would otherwise be received by our shareholders in connection with
our liquidation may be reduced.*
If, before distributing the
proceeds in the trust account to our public shareholders, we file a bankruptcy or insolvency petition or an involuntary bankruptcy or
insolvency petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy
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-shareamount that would otherwise be received by our shareholders
in connection with our liquidation may be reduced.
*Changes in laws or
regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate
and complete our initial business combination, and results of operations.*
We are subject to laws and
regulations enacted by national, regional and local governments. In particular, we will be required to comply with certain SEC and other
legal requirements and numerous complex tax laws. Compliance with, and monitoring of, applicable laws and regulations may be difficult,
time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those
changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply
with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability
to negotiate and complete our initial business combination, and results of operations.
On January24, 2024,
the SEC adopted a series of new rules relating to SPACs (the SPAC Rules) requiring, among other items, (i)additional
disclosures relating to SPAC business combination transactions; (ii)additional disclosures relating to dilution and to conflicts
of interest involving sponsors and their affiliates in both SPAC initial public offerings and de-SPACtransactions; (iii)the
use of projections by SPACs in SEC filings in connection with proposed business combination transactions; and (iv)both the SPAC
and the target companys status as co-registrantson de-SPACregistration statements.
25
In addition, the SECs
adopting release provided guidance describing circumstances in which a SPAC could become subject to regulation under the Investment Company
Act, including its duration, asset composition, business purpose, and the activities of the SPAC and its management team in furtherance
of such goals.
Compliance with the SPAC
Rules and related guidance may increase the costs of and the time needed to negotiate and complete an initial business combination and
may constrain the circumstances under which we could complete an initial business combination.
*If we are deemed to
be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our
activities may be restricted, which may make it difficult for us to complete our initial business combination.*
As described in the risk
factor above entitled *Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect
our business, including our ability to negotiate and complete our initial business combination, and results of operations.*,
the SECs adopting release with respect to the SPAC Rules provided guidance describing the extent to which SPACs could become subject
to regulation under the Investment Company Act and the regulations thereunder. Whether a SPAC is an investment company will be a question
of facts and circumstances. If our facts and circumstances change over time, we will update our disclosure to reflect how those changes
impact the risk that we may be considered to be operating as an unregistered investment company. We can give no assurance that a claim
will not be made that we have been operating as an unregistered investment company.
If we are deemed to be an
investment company under the Investment Company Act, we may have to change our operations, wind down our operations, or register as an
investment company under the Investment Company Act. Our activities may be restricted, including:
|
| restrictions on the nature of our investments; and |
|
|
| restrictions on the issuance of securities, each of which
may make it difficult for us to complete our initial business combination. |
|
In addition, we may have
imposed upon us burdensome requirements, including:
|
| registration as an investment company; |
|
|
| adoption of a specific form of corporate structure; and |
|
|
| reporting, record keeping, voting, proxy and disclosure requirements
and other rules and regulations. |
|
In order not to be regulated
as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged
primarily in a business other than investing, reinvesting or trading in securities and that our activities do not include investing, reinvesting,
owning, holding or trading investment securities constituting more than 40% of our total assets (exclusive of U.S.government
securities and cash items) on an unconsolidated basis. We are mindful of the SECs investment company definition and guidance and
intend to identify and complete an initial business combination with an operating business, and not with an investment company, or to
acquire minority interests in other businesses exceeding the permitted threshold.
26
We do not believe that our
anticipated activities will subject us to the Investment Company Act. To this end, the proceeds held in the trust account will initially
be invested only in U.S.government treasury obligations with a maturity of 185days or less or in money market funds meeting
certain conditions under Rule2a-7under the Investment Company Act which invest only in direct U.S.government treasury
obligations; the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended
business combination. To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company
Act, which risk increases the longer that we hold investments in the trust account, we may, at any time, (based on our management teams
ongoing assessment of all factors related to our potential status under the Investment Company Act) instruct the trustee to liquidate
the investments held in the trust account and instead to hold the funds in the trust account in cash or in an interest bearing demand
deposit account at a bank. However, even if the assets in our trust account are U.S.Government securities or shares of money market
funds registered under the Investment Company Act and regulated pursuant to Rule2a-7of that Act, we could nevertheless and
at any time be considered to be operating as an unregistered investment company. If we are found to be operating as an unregistered investment
company, we may be required to change our operations, wind down our operations, or register as an investment company. If we are required
to wind down our operations as a result of this status, and are unable to complete our initial business combination, our public shareholders
may receive only approximately $10.00 per share on the liquidation of our trust account and our Share Rights will expire worthless, and
our public shareholders would also lose the possibility of an investment opportunity in a target company as well as any potential price
appreciation in the combined company following a business combination.
Pursuant to the trust agreement,
the trustee is not permitted to invest in securities or assets other than as described above. By restricting the investment of the proceeds
to these instruments, and by having a business plan targeted at acquiring and growing businesses for the long term (rather than on buying
and selling businesses in the manner of a merchant bank or private equity fund), we intend to avoid being deemed an investment
company within the meaning of the Investment Company Act. The trust account is intended solely as a temporary depository for funds
pending the earliest to occur of: (i)the completion of our initial business combination; (ii)the redemption of any public
shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association
(A)in a manner that would affect the substance or timing of our obligation to redeem 100% of our public shares if we do not complete
our initial business combination by November 26, 2027 or (B)with respect to any other provision relating to the rights of holders
of our ClassA ordinary shares or pre-initialbusiness combination activity; or (iii)absent an initial business combination
by November 26, 2027, from the closing of our initial public offering, our return of the funds held in the trust account to our public
shareholders as part of our redemption of the public shares.
We are aware of litigation
claiming that certain SPACs should be considered to be investment companies. Although we believe that these claims were without merit,
we cannot guarantee that we will not be deemed to be an investment company and thus subject to the Investment Company Act. If we were
deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses
for which we have not allotted funds and may hinder our ability to complete an initial business combination or may result in our winding
down our operations and our liquidation. If we are unable to complete our initial business combination, our public shareholders may receive
only approximately $10.00 per share on the liquidation of our trust account and our Share Rights will expire worthless, and our public
shareholders would also lose the possibility of an investment opportunity in a target company as well as any potential price appreciation
in the combined company following a business combination.
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 (based on our management
teams ongoing assessment of all factors related to our potential status under the Investment Company Act), instruct the trustee
to liquidate the investments held in the trust account and instead to hold the funds in the trust account in an interest bearing demand
deposit account at a bank until the earlier of the consummation of an initial business combination or our liquidation. As a result, following
the liquidation of investments in the trust account, we will likely receive less interest on the funds held in the trust account than
we would have had the trust account remained as initially invested, such that our public shareholders would receive less upon any redemption
or liquidation of the Company than what they would have received had the investments not been liquidated.*
The funds held in the trust account are initially held only in U.S.government
treasury obligations with a maturity of 185days or less, in money market funds investing solely in U.S.government treasury
obligations and meeting certain conditions under Rule2a-7under the Investment Company Act and in cash or cash like items (including
demand deposit accounts) at a bank. However, to mitigate the risk of us being deemed to be an unregistered investment company (including
under the subjective test of Section3(a)(1)(A)of the Investment Company Act) and thus subject to regulation under the Investment
Company Act, we may, at any time (based on our management teams ongoing assessment of all factors related to our potential status
under the Investment Company Act), instruct Continental Stock Transfer and Trust Company (CST), the trustee with respect
to the trust account, to liquidate the U.S.government treasury obligations or money market funds held in the trust account and thereafter
to hold all funds in the trust account in an interest bearing demand deposit account at a bank until the earlier of the consummation of
our initial business combination or our liquidation. Following such liquidation, we will likely receive less interest on the funds held
in the trust account than we would earn if the trust account remained invested 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-7under the Investment Company Act. As a result, any decision to liquidate the investments held in the trust account
and thereafter to hold all funds in the trust account in an interest-bearingdemand deposit at a bank could reduce the dollar amount
our public shareholders would receive upon any redemption or liquidation of the Company as compared to what they would have received had
the investments not been so liquidated.
Notwithstanding the measures
set forth above, we may still be deemed to be an investment company. The longer that the funds in the trust account are held in short-termU.S.government
treasury obligations or in money market funds invested exclusively in such securities, the greater the risk that we may be deemed to be
an unregistered investment company, in which case we may be required to liquidate. If our facts and circumstances change over time, we
will update our disclosure to reflect how those changes impact the risk that we may be considered to be operating as an unregistered investment
company. As disclosed above, we may determine, in our discretion, to liquidate the securities held in the trust account at any time and
instead hold all funds in the trust account in an interest bearing demand deposit account or as cash or cash items at a bank, which could
further reduce the dollar amount our public shareholders would receive upon any redemption or liquidation of the Company as compared to
what they would have received had the investments not been so liquidated. Were we to liquidate the Company, our Share Rights would expire
worthless, and our securityholders would lose the investment opportunity associated with an investment in the target company with which
we could have consummated an initial business combination. In addition, upon moving the funds from the trust account to a deposit account,
we will maintain the cash items in bank accounts which, at times, may exceed federally insured limits as guaranteed by the FDIC.While
we intend to place our deposits in high-qualitybanks, only a small portion of the funds in our trust account will be guaranteed
by the FDIC.
28
*Our search for an initial
business combination, and any target business with which we may ultimately consummate an initial business combination, may be materially
adversely affected by current global geopolitical conditions resulting from the ongoingRussia-Ukraineconflict and the recent
escalation of the conflict in the Middle East and Southwest Asia.*
UnitedStates and global
markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraineconflict
and the recent escalation of the conflict in the Middle East and Southwest Asia. In response to the ongoing Russia-Ukraineconflict,
the North Atlantic Treaty Organization (NATO) deployed additional military forces to eastern Europe, and the UnitedStates,
the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus
and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank
Financial Telecommunication (SWIFT) payment system. Certain countries, including the UnitedStates, have also provided and may continue
to provide military aid or other assistance to Ukraine and to Israel, or have undertaken or will undertake military strikes in Southwest
Asia, increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia and the escalation of the conflict
in the Middle East and Southwest Asia and the resulting measures that have been taken, and could be taken in the future, by NATO, the
UnitedStates, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global
security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts
are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital
markets, as well as supply chain interruptions and increased cyber-attacksagainst U.S.companies. Additionally, any resulting
sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.
Any of the abovementioned
factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian
invasion of Ukraine, the escalation of the conflict in the Middle East and Southwest Asia and subsequent sanctions or related actions,
could adversely affect our search for an initial business combination and any target business with which we may ultimately consummate
an initial business combination.
The extent and duration of
the ongoing conflicts, resulting sanctions and any related market disruptions are impossible to predict, but could be substantial, particularly
if current or new sanctions continue for an extended period of time or if geopolitical tensions result in expanded military operations
on a global scale. Any such disruptions may also have the effect of heightening many of the other risks described in this section. If
these disruptions or other matters of global concern continue for an extensive period of time, our ability to consummate an initial business
combination, or the operations of a target business with which we may ultimately consummate an initial business combination, may be materially
adversely affected.
*Military or other conflicts
in Ukraine, the Middle East and Southwest Asia or elsewhere may lead to increased volume and price volatility for publicly traded securities,
or affect the operations or financial condition of potential target companies, which could make it more difficult for us to consummate
an initial business combination.*
**
Military or other conflicts
in Ukraine, the Middle East, Southwest Asia or elsewhere may lead to increased volume and price volatility for publicly traded securities,
or affect the operations or financial condition of potential target companies, and to other company or industry-specific, national, regional
or international economic disruptions and economic uncertainty, any of which could make it more difficult for us to identify a business
combination target and consummate an initial business combination on acceptable commercial terms, or at all.
**
**
29
**
*If we are unable to
consummate our initial business combination by November 26, 2027, our public shareholders may be forced to wait beyond 24months
before redemption from our trust account.*
**
If we are unable to consummate
our initial business combination by November 26, 2027, the proceeds then on deposit in the trust account, including interest earned on
the funds held in the trust account (net of taxes 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 end of the completion window before the redemption proceeds of our trust
account become available to them, and they receive the return of their pro rata portion of the proceeds from our trust account. We have
no obligation to return funds to investors prior to the date of our redemption or liquidation unless we consummate our initial business
combination prior thereto and only then in cases where investors have sought to redeem their ClassA ordinary shares. Only upon our
redemption or any liquidation will public shareholders be entitled to distributions if we are unable to complete our initial business
combination.
*Our shareholders may
be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.*
If we are forced to enter
into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment if it was proved that
immediately following the date on which the distribution was made, we were unable to pay our debts as they fall due in the ordinary course
of business. As a result, a liquidator could seek to recover some or all amounts received by our shareholders. Furthermore, our directors
may be viewed as having breached their fiduciary duties to us or our creditors and/or may have acted in bad faith, thereby exposing themselves
and our company to claims, by paying public shareholders from the trust account prior to addressing the claims of creditors. We cannot
assure you that claims will not be brought against us for these reasons. We and our directors and officers who knowingly and willfully
authorized or permitted any distribution to be paid out of our share premium account while we were unable to pay our debts as they fall
due in the ordinary course of business would be guilty of an 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, which could delay the opportunity for our public
shareholders to discuss company affairs with management, and the holders of our ClassA ordinary shares will not have the right to
vote on the appointment or removal of directors or continuing the company in a jurisdiction outside the Cayman Islands until after the
consummation of our initial business combination.*
In accordance with 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 extraordinary
general meetings to appoint directors. Until we hold an annual general meeting, public shareholders may not be afforded the opportunity
to discuss company affairs with management. Our board of directors is divided into three classes with only one class of directors being
appointed in each year and each class (except for those directors appointed prior to our first annual general meeting) serving a three-yearterm.
In addition, as holders of our ClassA ordinary shares, our public shareholders will not have the right to vote on the appointment
or removal of directors or continuing the company in a jurisdiction outside the Cayman Islands until after the consummation of our initial
business combination.
30
*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. 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-businesscombination. 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 securities. Such shareholders are unlikely to have a
remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers
or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities
laws that the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable
material misstatement or material omission.
*We may seek business
combination opportunities in industries or sectors that may be outside of our managements areas of expertise.*
We will consider a business
combination outside of our managements areas of expertise if a business combination candidate is presented to us and we determine
that such candidate offers an attractive business combination opportunity for our company. Although our management will endeavor to evaluate
the risks inherent in any particular business combination candidate, we cannot assure you that we will adequately ascertain or assess
all of the significant risk factors. We also cannot assure you that an investment in our units will not ultimately prove to be less favorable
to investors in our initial public offering than a direct investment, if an opportunity were available, in a business combination candidate.
In the event we elect to pursue a business combination outside of the areas of our managements expertise, our managements
expertise may not be directly applicable to its evaluation or operation, and the information contained in this Annual Report regarding
the areas of our managements expertise would not be relevant to an understanding of the business that we elect to acquire. As a
result, our management may not be able to ascertain or assess adequately all of the relevant risk factors. Accordingly, any shareholders
who choose to remain shareholders following our initial business combination could suffer a reduction in the value of their shares. Such
shareholders are unlikely to have a remedy for such reduction in value.
31
*Although we have identified
general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may enter into our initial
business combination with a target that does not meet such criteria and guidelines, and as a result, the target business with which we
enter into our initial business combination may not have attributes entirely consistent with our general criteria and guidelines.*
Although we have identified
general criteria and guidelines for evaluating prospective target businesses, it is possible that a target business with which we enter
into our initial business combination will not have all of these positive attributes. If we complete our initial business combination
with a target that does not meet some or all of these guidelines, such combination may not be as successful as a combination with a business
that does meet all of our general criteria and guidelines. In addition, if we announce a prospective business combination with a target
that does not meet our general criteria and guidelines, a greater number of shareholders may exercise their redemption rights, which may
make it difficult for us to meet any closing condition with a target business that requires us to have a minimum net worth or a certain
amount of cash. In addition, if shareholder approval of the transaction is required by law, or we decide to obtain shareholder approval
for business or other reasons, it may be more difficult for us to attain shareholder approval of our initial business combination if the
target business does not meet our general criteria and guidelines. If we are unable to complete our initial business combination, our
public shareholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to public
shareholders, and our Share Rights will expire worthless.
*We are not required
to obtain an opinion from an independent investment banking firm or from another independent entity that commonly renders valuation opinions,
and consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to our shareholders
from a financial point of view.*
Unless we complete our initial
business combination with an affiliated entity or our board of directors cannot independently determine the fair market value of the target
business or businesses (including with the assistance of financial advisors), we are not required to obtain an opinion from an independent
investment banking firm or another independent entity that commonly renders valuation opinions that the price we are paying is fair to
our shareholders 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 thanone-to-one at the time of our initial business combination as a result of theanti-dilutionprovisions
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 500,000,000 ClassA ordinary shares, par value $0.0001 per
share, 50,000,000 ClassB ordinary shares, par value $0.0001 per share, and 5,000,000 preference shares, par value $0.0001 per share.
Immediately after our initial public offering, there were 496,460,000 and 44,250,000 authorized but unissued ClassA ordinary shares
and ClassB ordinary shares, respectively, available for issuance which amount does not take into account shares reserved for issuance
upon exercise of outstanding Share Rights or shares issuable upon conversion of the ClassB ordinary shares. The ClassB ordinary
shares are automatically convertible into ClassA ordinary shares (which such ClassA ordinary shares delivered upon conversion
will not have any redemption rights or be entitled to liquidating distributions from the trust account if we fail to consummate an initial
business combination) 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-oneratio but subject to adjustment as set forth herein and in our amended and restated
memorandum and articles of association, including in certain circumstances in which we issue ClassA ordinary shares or equity-linkedsecurities
related to our initial business combination. There are currently no preference shares issued and outstanding.
32
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-oneat the time of our initial business combination as a result of
the anti-dilutionprovisions as set forth therein. However, our amended and restated memorandum and articles of association provide,
among other things, that prior to our initial business combination, except in connection with the conversion of ClassB ordinary
shares into ClassA ordinary shares where the holders of such shares have waived any rights to receive funds from the trust account,
we may not issue additional shares that would entitle the holders thereof to (i)receive funds from the trust account or (ii)vote
as a class with public shares on any initial business combination. These provisions of our amended and restated memorandum and articles
of association, like all provisions of our amended and restated memorandum and articles of association, may be amended with a shareholder
vote. The issuance of additional ordinary or preference shares:
|
| may significantly dilute the equity interest of investors
in our initial public offering, which dilution would increase if the anti-dilutionprovisions in the ClassB ordinary shares
resulted in the issuance of ClassA ordinary shares on a greater than one-to-onebasis upon conversion of the ClassB
ordinary shares; |
|
|
| may subordinate the rights of holders of ClassA ordinary
shares if preference shares are issued with rights senior to those afforded our ClassA ordinary shares; |
|
|
| could cause a change in control if a substantial number of
ClassA ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards,
if any, and could result in the resignation or removal of our present officers and directors; |
|
|
| may have the effect of delaying or preventing a change of
control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us; |
|
|
| may adversely affect prevailing market prices for our units,
ClassA ordinary shares and/or Share Rights; and |
|
|
| may not result in adjustment to the exercise price of our
Share Rights. |
|
*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 (which such ClassA ordinary shares delivered upon conversion will not have any redemption
rights or be entitled to liquidating distributions from the trust account if we fail to consummate an initial business combination) concurrently
with or immediately following the consummation of our initial business combination or earlier at the option of the holder on a one-for-onebasis,
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 any other equity-linkedsecurities,
are issued or deemed issued in excess of the amounts sold in our initial public offering and related to or in connection with the closing
of the initial business combination, the ratio at which ClassB ordinary shares convert into ClassA ordinary shares will be
adjusted (unless the holders of a majority of the outstanding ClassB ordinary shares agree to waive such adjustment with respect
to any such issuance or deemed issuance) so that the number of ClassA ordinary shares issuable upon conversion of all ClassB
ordinary shares will equal, in the aggregate, approximately 25% of the sum of (i)the total number of all ClassA ordinary shares
outstanding upon the completion of our initial public offering (excluding the ClassA ordinary shares underlying the private placement
units), plus (ii)all ClassA ordinary shares and equity-linkedsecurities issued or deemed issued, in connection with
the closing of the initial business combination (excluding any shares or equity-linkedsecurities issued, or to be issued, to any
seller in the initial business combination and any private placement-equivalentShare Rights issued to our sponsor or any of its
affiliates or to our officers or directors upon conversion of working capital loans) minus (iii)any redemptions of ClassA
ordinary shares by public shareholders in connection with charter amendments prior to an initial business combination or an initial business
combination; provided that such conversion of founder shares will never occur on a less than one-for-onebasis.
33
*We may issue our shares
to investors in connection with our initial business combination at a price which is less than the prevailing market price of our shares
at that time.*
In connection with our initial
business combination, we may issue shares to investors in private placement transactions (so-calledPIPE transactions) at a price
of $10.00 per share or lower, at a price that approximates the per-shareamount in our trust account at such time. The purpose of
such issuances will be to enable us to provide sufficient liquidity and capital to the post-businesscombination entity. The price
of the shares we issue may therefore be less, and potentially significantly less, than the market price for our shares at such time. Any
such issuances of equity securities could dilute the interests of our existing shareholders.
*Since only holders
of our ClassB ordinary shares have the right to vote on the appointment of directors, Nasdaq will consider us to be a controlled
company within the meaning of Nasdaq rules and, as a result, we may qualify for exemptions from certain corporate governance requirements.*
Prior to the consummation
of a business combination, only holders of our ClassB ordinary shares will have the right to vote on the appointment of directors.
As a result, Nasdaq will consider us to be a controlled company within the meaning of Nasdaq corporate governance standards.
Under Nasdaq corporate governance standards, a company of which more than 50% of the voting power for the appointment of directors is
held by an individual, group or another company is a controlled company and may elect not to comply with certain corporate
governance requirements, including the requirements that:
|
| we have a board that includes a majority of independent
directors, as defined under the rules of Nasdaq; and |
|
|
| we have a compensation committee of our board that is comprised
entirely of independent directors with a written charter addressing the committees purpose and responsibilities. |
|
We currently do not intend
to rely on the controlled company exemption, but may do so in the future. Accordingly, if we choose to do so, you will not
have the same protections afforded to shareholders of companies that are subject to all of the Nasdaq corporate governance requirements.
*Resources could be
wasted in researching business combinations that are not completed, which could materially adversely affect subsequent attempts to locate
and acquire or merge with another business. If we are unable to complete our initial business combination, our public shareholders may
only receive their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and
our 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
are unable to complete our initial business combination, our public shareholders may only receive their pro rata portion of the funds
in the trust account that are available for distribution to public shareholders, and our Share Rights will expire worthless.
**
**
34
**
*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 any of their respective affiliates, which may raise potential conflicts of interest.*
In light of the involvement
of our sponsor, its managing member, and our officers and directors with other entities, we may decide to acquire one or more businesses
affiliated with or competitive with our sponsor, officers, directors, or any of their respective affiliates. 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. Although we will not be specifically focusing on, or targeting, any transaction with any
affiliated entities, we would pursue such a transaction if we determined that such affiliated entity met our criteria for a business combination
and such transaction was approved by a majority of our independent and disinterested directors. Despite our agreement to obtain an opinion
from an independent investment banking firm or another independent entity that commonly renders valuation opinions regarding the fairness
to our company from a financial point of view of a business combination with one or more domestic or international businesses affiliated
with our sponsor, officers, directors, or any of their respective affiliates, 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, and any other holder of our founder shares, may lose their entire investment in us if our initial business combination
is not completed (other than with respect to public shares they may acquire), a conflict of interest may arise in determining whether
a particular business combination target is appropriate for our initial business combination; in addition, we are not prohibited from
pursuing an initial business combination with a company that is affiliated with our sponsor, officers, directors, or any of their respective
affiliates, or completing the business combination through a joint venture or other form of shared ownership with our sponsor, officers,
directors, or any of their respective affiliates.*
Our sponsor acquired an aggregate
of 5,750,000 founder shares in exchange for a capital contribution of $25,000. 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 our initial public offering would be a maximum of 17,250,000units,
and therefore that such founder shares would represent 25% of the outstanding shares after our initial public offering (excluding the
private placement shares included in the private placement units). Our public shareholders may incur material dilution due to anti-dilutionadjustments
that result in the issuance of ClassA ordinary shares on a greater than one-to-onebasis upon conversion. The founder shares
will be worthless if we do not complete an initial business combination, except to the extent they receive liquidating distributions from
assets outside of the trust account. In addition, our sponsor has purchased an aggregate of 480,000 private placement units, each private
placement unit consisting of one ClassA ordinary share and one right to receive one tenth (1/10) of a ClassA ordinary share
upon the consummation of an initial business combination, at a price of $5.00 per unit, or $2,400,000 in the aggregate, in a private placement
that closed simultaneously with the closing of our initial public offering. The underwriters used a portion of their underwriting discount
and commission to purchase an aggregate of 390,000 private placement units at a price of $5.00 per unit, $1,950,000, in a private placement
that closed simultaneously with the closing of our initial public offering. The private placement units will be worthless if we do not
complete our initial business combination. The personal and financial interests of our officers and directors may influence their motivation
in identifying and selecting a target business combination, completing an initial business combination and influencing the operation of
the business following the initial business combination. This risk may become more acute as the end of the completion window nears, which
is the deadline for our completion of an initial business combination.
35
In addition, we are not prohibited
from pursuing an initial business combination with a company that is affiliated with our sponsor, officers, directors, or any of their
respective affiliates, or completing the business combination through a joint venture or other form of shared ownership with our sponsor,
officers, directors, or any of their respective affiliates; 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.
*We may issue notes
or other debt securities, or otherwise incur substantial debt, to complete a business combination, which may adversely affect our leverage
and financial condition and thus negatively impact the value of our shareholders investment in us.*
**
Although we have no commitments
as of the date of this Annual Report to issue any notes or other debt securities, or to otherwise incur outstanding debt following our
initial public offering, we may choose to incur substantial debt to complete our initial business combination. The incurrence of debt
could have a variety of negative effects, including:
|
| default and foreclosure on our assets if our operating revenues
after an initial business combination are insufficient to repay our debt obligations; |
|
|
| acceleration of our obligations to repay the indebtedness
even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial
ratios or reserves without a waiver or renegotiation of that covenant; |
|
|
| our immediate payment of all principal and accrued interest,
if any, if the debt security is payable on demand; |
|
|
| our inability to obtain necessary additional financing if
the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding; |
|
|
| using a substantial portion of our cash flow to pay principal
and interest on our debt, which will reduce the funds available for expenses, capital expenditures, acquisitions and other general corporate
purposes; |
|
|
| limitations on our flexibility in planning for and reacting
to changes in our business and in the industry in which we operate; |
|
|
| increased vulnerability to adverse changes in general economic,
industry and competitive conditions and adverse changes in government regulation; and |
|
|
| limitations on our ability to borrow additional amounts for
expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages
compared to our competitors who have less debt. |
|
36
*We may only be able
to complete one business combination with the proceeds of our initial public offering and the sale of the private placement units, which
will cause us to be solely dependent on a single business which may have a limited number of products or services. This lack of diversification
may negatively impact our operations and profitability.*
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.
37
*We do not have a specified
maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete our initial business
combination with which a substantial majority of our shareholders do not agree.*
Our amended and restated
memorandum and articles of association does not provide a specified maximum redemption threshold. Our proposed initial business combination
may impose a minimum cash requirement for (i)cash consideration to be paid to the target or its owners, (ii)cash for working
capital or other general corporate purposes or (iii)the retention of cash to satisfy other conditions. As a result, we may be able
to complete our initial business combination even though a substantial majority of our public shareholders do not agree with the transaction
and have redeemed their shares or, if we seek shareholder approval of our initial business combination and do not conduct redemptions
in connection with our initial business combination pursuant to the tender offer rules, have entered into privately negotiated agreements
to sell their shares to our sponsor, officers, directors, advisors or any of their affiliates. In the event the aggregate cash consideration
we would be required to pay for all ClassA ordinary shares that are validly submitted for redemption plus any amount required to
satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us,
we will not complete the business combination or redeem any shares, all ClassA ordinary shares submitted for redemption will be
returned to the holders thereof, and we instead may search for an alternate business combination.
*In order to effectuate
an initial business combination, 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 extended the time to consummate an initial business combination.
Amending our amended and restated memorandum and articles of association will require a special resolution under Cayman Islands law, which
requires the affirmative vote of at least two-thirds(or, in the scenarios described below, 90%) of the votes cast by such shareholders
as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company,
and amending our Share Rights Agreement will require a vote of holders of at least 50% of the public Share Rights and, solely with respect
to any amendment to the terms of the private placement Share Rights or any provision of the Share Rights Agreement with respect to the
private placement Share Rights (including, for the avoidance of doubt, the forfeiture of cancellation of any private placement Share Rights),
50% of the then-outstandingprivate placement Share Rights. 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, regardless of whether they abstain,
vote for, or vote against, our initial business combination, for cash if we propose an amendment to our amended and restated memorandum
and articles of association (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 by November 26, 2027
or (B)with respect to any other material provisions relating to shareholders rights or pre-initialbusiness combination
activity. To the extent any of such amendments would be deemed to fundamentally change the nature of the securities offered through this
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.
38
*The provisions of our
amended and restated memorandum and articles of association that relate to ourpre-businesscombination activity (and corresponding
provisions of the agreement governing the release of funds from our trust account) may be amended with the approval of holders of not
less thantwo-thirdsof our ordinary shares which are represented in person or by proxy and are voted at a general meeting of
the company, which is a lower amendment threshold than that of some other 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-businesscombination activity (including the requirement to deposit proceeds of our initial
public offering and the private placement of units into the trust account and not release such amounts except in specified circumstances,
and to provide redemption rights to public shareholders as described herein, and other than amendments relating to the provisions regulating
the appointment and removal of directors and continuing the company in a jurisdiction outside the Cayman Islands, which require a special
resolution passed by the affirmative vote of at least 90% (or, where such amendment is proposed in respect of the consummation of our
initial business combination, two-thirds) of the votes cast by such shareholders as, being entitled to do so, vote in person or, where
proxies are allowed, by proxy at the applicable general meeting of the company) may be amended if approved by special resolution, under
Cayman Islands law. Except as specified above with respect to matters requiring a 90% majority, a special resolution requires the affirmative
vote of at least two-thirdsof the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies
are allowed, by proxy at the applicable general meeting of the company. Corresponding provisions of the trust agreement governing the
release of funds from our trust account may be amended if approved by the affirmative vote of at least two-thirdsof our ordinary
shares which are represented in person or by proxy and are voted at a general meeting of the company. Our sponsor, who beneficially owns
25% of our ordinary shares, will participate in any vote to amend our amended and restated memorandum and articles of association and/or
trust agreement and will have the discretion to vote in any manner they choose. As a result, we may be able to amend the provisions of
our amended and restated memorandum and articles of association which govern our pre-businesscombination 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 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 by November 26, 2027
or (B)with respect to any other material provisions relating to shareholders rights or pre-initialbusiness combination
activity, in each case unless we provide our public shareholders with the opportunity to redeem their ClassA ordinary shares upon
approval of any such amendment at a per-shareprice, payable in cash, equal to the aggregate amount then on deposit in the trust
account, including interest earned on the funds held in the trust account (net of taxes payable), divided by the number of then-outstandingpublic
shares. Our shareholders are not parties to, or third-partybeneficiaries of, these agreements and, as a result, will not have the
ability to pursue remedies against our sponsor, officers, or directors for any breach of these agreements. As a result, in the event of
a breach, our shareholders would need to pursue a shareholder derivative action, subject to applicable law.
*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 our initial public offering and the sale of the private placement units. As a result, if the cash portion of the purchase
price exceeds the amount available from the trust account, net of amounts needed to satisfy any redemption by public shareholders, we
may be required to seek additional financing to complete such proposed initial business combination. We cannot assure you that such financing
will be available on acceptable terms, if at all. To the extent that additional financing proves to be unavailable when needed to complete
our initial business combination, we would be compelled to either restructure the transaction or abandon that particular business combination
and seek an alternative target business candidate. Further, we may be required to obtain additional financing in connection with the closing
of our initial business combination for general corporate purposes, including for maintenance or expansion of operations of the post-transactionbusinesses,
the payment of principal or interest due on indebtedness incurred in completing our initial business combination, or to fund the purchase
of other companies. If we are unable to complete our initial business combination, our public shareholders may only receive their pro
rata portion of the funds in the trust account that are available for distribution to public shareholders, and our Share Rights will expire
worthless. In addition, even if we do not need additional financing to complete our initial business combination, we may require such
financing to fund the operations or growth of the target business. The failure to secure additional financing could have a material adverse
effect on the continued development or growth of the target business. None of our officers, directors or shareholders is required to provide
any financing to us in connection with or after our initial business combination.
39
*Our sponsor will control
the appointment of our board of directors until consummation of our initial business combination and will hold a substantial interest
in us. As a result, it will appoint all of our directors prior to the consummation of our initial business combination and may exert a
substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support.*
Our sponsor owns 25% of our
issued and outstanding ordinary shares. Accordingly, they may exert a substantial influence on actions requiring a shareholder vote, potentially
in a manner that you do not support, including amendments to our amended and restated memorandum and articles of association. This potential
concentration of influence could be disadvantageous to other shareholders with interests different from those of our sponsor. In addition,
the founder shares, all of which are held by our sponsor, will entitle the holders to appoint all of our directors prior to the consummation
of our initial business combination. Holders of our public shares will have no right to vote on the appointment or removal of directors
during such time. Further, prior to the closing of our initial business combination, only holders of our ClassB ordinary shares
will be entitled to vote on continuing our company in a jurisdiction outside the Cayman Islands (including any special resolution required
to amend our constitutional documents or to adopt new constitutional documents, in each case, as a result of our approving a transfer
by way of continuation in a jurisdiction outside the Cayman Islands). These provisions of our amended and restated memorandum and articles
of association may only be amended if approved by a special resolution passed by the affirmative vote of at least 90% (or, where such
amendment is proposed in respect of the consummation of our initial business combination, two-thirds) of the votes cast by such shareholders
as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company.
As a result, you will not have any influence over the appointment or removal of directors prior to our initial business combination or
any influence over our continuation in a jurisdiction outside the Cayman Islands prior to our initial business combination.
If our sponsor purchases any additional ClassA ordinary shares
in the aftermarket or in privately negotiated transactions, this would increase its control. Neither our sponsor nor, to our knowledge,
any of our officers or directors, have any current intention to purchase additional securities, other than as disclosed in this Annual
Report. Factors that would be considered in making such additional purchases would include consideration of the current trading price
of our ClassA ordinary shares. In addition, our board of directors, whose members 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 sponsor, because of its ownership position, will have considerable influence regarding the outcome. In addition,
since only holders of our ClassB ordinary shares will have the right to vote on directors prior to our initial business combination,
our initial shareholders will continue to exert control at least until the completion of our initial business combination. Accordingly,
our sponsor will continue to exert control at least until the completion of our initial business combination.
40
*We may not be able
to complete an initial business combination because such initial business combination may be subject to regulatory review and approval
requirements, including foreign investment regulations and review by government entities such as the Committee on Foreign Investment in
the UnitedStates (CFIUS), or may be ultimately prohibited.*
The Sponsor is a Delaware
limited liability company. Some of the members of our sponsor are non-U.S. persons, including, Eric Luo, our independent directors, and
Matthew Kiernan and John Wiebe, members of our advisory board, each of whom is a Canadian citizen; and Donald MacDonald, a member of our
advisory board who is a citizen of the United Kingdom. Our initial business combination may be subject to regulatory review and approval
requirements by governmental entities, or ultimately prohibited. For example, CFIUS has authority to review direct or indirect foreign
investments in U.S.companies. Among other things, CFIUS is empowered to require certain foreign investors to make mandatory filings,
to charge filing fees related to such filings, and to self-initiatenational security reviews of foreign direct and indirect investments
in U.S.companies if the parties to that investment choose not to file voluntarily. In the case that CFIUS determines an investment
to be a threat to national security, CFIUS has the power to unwind or place restrictions on the investment. Whether CFIUS has jurisdiction
to review an acquisition or investment transaction depends onamong other factorsthe nature and structure
of the transaction, including the level of beneficial ownership interest and the nature of any information or governance rights involved.
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.
If a particular proposed
initial business combination with a U.S.business falls within CFIUSs jurisdiction, we may determine that we are required
to make a mandatory filing or that we will submit to CFIUS review on a voluntary basis, or to proceed with the transaction without submitting
to CFIUS and risk CFIUS intervention, before or after closing the transaction. CFIUS may decide to block or delay our proposed initial
business combination, impose conditions with respect to such initial business combination or request the President of the UnitedStates
to order us to divest all or a portion of the U.S.target business of our initial business combination that we acquired without first
obtaining CFIUS approval, which may limit the attractiveness of, delay or prevent us from pursuing certain target companies that we believe
would otherwise be beneficial to us and our shareholders. As a result, the pool of potential targets with which we could complete an initial
business combination may be limited and we may be adversely affected in terms of competing with other special purpose acquisition companies
which do not have any foreign ownership issues. In addition, certain federally licensed businesses may be subject to rules or regulations
that limit foreign ownership.
The process of government
review, whether by CFIUS or otherwise, could be lengthy. Because we have only a limited time to complete our initial business combination,
our failure to obtain any required approvals within the requisite time period may require us to liquidate. If we are unable to consummate
our initial business combination within the applicable time period required under our amended and restated memorandum and articles of
association, including as a result of extended regulatory review of a potential initial business combination, we will (i)cease all
operations except for the purpose of winding up, (ii)as promptly as reasonably possible but not more than tenbusinessdays
thereafter (and subject to lawfully available funds therefor), redeem the public shares, at a per-shareprice, payable in cash, equal
to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (which
interest shall be net of taxes payable and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstandingpublic
shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive
further liquidating distributions, if any), subject to applicable law, and (iii)as promptly as reasonably possible following such
redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each
case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such
event, our shareholders will miss the opportunity to benefit from an investment in a target company and the appreciation in value of such
investment. Additionally, our Share Rights may be worthless.
41
*Attractive targets
for special purpose acquisition companies may become scarcer and there may be more competition for attractive targets, or such attractive
targets may not be interested to consummate a business combination with a SPAC due to a negative public perception of mergers involving
SPACs. This could increase the cost of our initial business combination and could even result in our inability to find a target or to
consummate an initial business combination.*
Many potential targets for
special purpose acquisition companies have already entered into an initial business combination, and there are numerous special purpose
acquisition companies preparing for an initial public offering, as well as many such companies currently in registration. As a result,
at times, fewer attractive targets may be available to consummate an initial business combination.
In addition, because there
are numerous special purpose acquisition companies seeking to enter into an initial business combination with available targets, the competition
for available targets with attractive fundamentals or business models may increase, which could cause target companies to demand improved
financial terms. Attractive deals could also become scarcer for other reasons, such as economic or industry sector downturns (including
a negative public perception of mergers involving SPACs), geopolitical tensions, or increases in the cost of additional capital needed
to close business combinations or operate targets post-businesscombination. This could increase the cost of, delay or otherwise
complicate or frustrate our ability to find and consummate an initial business combination and may result in our inability to consummate
an initial business combination on terms favorable to our investors altogether.
*Adverse developments
affecting the financial services industry, including events or concerns involving liquidity, defaults ornon-performanceby
financial institutions, could adversely affect our business, financial condition or results of operations, or our prospects.*
The funds in our operating
account and our trust account will initially be held in banks or other financial institutions and will be invested only in U.S.government
treasury obligations with a maturity of 185days or less or in money market funds meeting certain conditions under Rule2a-7under
the Investment Company Act which invest only in direct U.S.government treasury obligations; the holding of these assets in this
form is intended to be temporary and for the sole purpose of facilitating the intended business combination. To mitigate the risk that
we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold
investments in the trust account, we may, at any time (based on our management teams ongoing assessment of all factors related
to our potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the trust account
and instead to hold the funds in the trust account in cash or in an interest-bearingdemand deposit account at a bank. Our cash held
in these accounts may exceed any applicable Federal Deposit Insurance Corporation (FDIC) insurance limits. Should events,
including limited liquidity, defaults, non-performanceor other adverse developments occur with respect to the banks or other financial
institutions that hold our funds, or that affect financial institutions or the financial services industry generally, or concerns or rumors
about any events of these kinds or other similar risks, the value of the assets in our trust account could be impaired, which could have
a material impact on our operating results, liquidity, financial condition and prospects. For example, on March10, 2023, the FDIC
announced that Silicon Valley Bank had been closed by the California Department of Financial Protection and Innovation. We cannot guarantee
that the banks or other financial institutions that will hold our funds will not experience similar issues.
42
*Because we must furnish
our shareholders with target business financial statements, we may lose the ability to complete an otherwise advantageous initial business
combination with some prospective target businesses.*
The federal proxy rules require
that the proxy statement with respect to the vote on an initial business combination include historical and pro forma financial statement
disclosure. We will include the same financial statement disclosure in connection with our tender offer documents, whether or not they
are required under the tender offer rules. These financial statements may be required to be prepared in accordance with, or be reconciled
to, accounting principles generally accepted in the UnitedStates 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 (UnitedStates)
(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 theSarbanes-OxleyAct may make it more difficult for us to effectuate our initial business combination, require substantial
financial and management resources, and increase the time and costs of completing an initial business combination.*
Section404 of the Sarbanes-OxleyAct
requires that we evaluate and report on our system of internal controls beginning with our Annual Report on Form10-Kfor the
year ending December31, 2026. Only in the event we are deemed to be a large accelerated filer or an accelerated filer, 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-OxleyAct 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-OxleyAct regarding adequacy of its internal controls. The development
of the internal control of any such entity to achieve compliance with the Sarbanes-OxleyAct may increase the time and costs necessary
to complete any such business combination.
Risks Relating to thePost-BusinessCombination
Company
*Subsequent to our completion
of our initial business combination, we may be required to takewrite-downsorwrite-offs, restructuring and impairment
or other charges that could have a significant negative effect on our financial condition, results of operations and 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-downor write-offassets, restructure our operations, or incur impairment or other charges that could
result in our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously
known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cashitems
and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market
perceptions about us or our securities. In addition, charges of this nature may cause us to violate net worth or other covenants to which
we may be subject as a result of assuming pre-existingdebt held by a target business or by virtue of our obtaining debt financing
to partially finance the initial business combination or thereafter. Accordingly, any shareholders who choose to remain shareholders following
the business combination could suffer a reduction in the value of their securities. Such shareholders are unlikely to have a remedy for
such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors
of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws
that the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable material
misstatement or material omission.
43
*The officers and directors
of an acquisition candidate may resign upon completion of our initial business combination. The loss of a business combination targets
key personnel could negatively impact the operations and profitability of ourpost-combinationbusiness.*
The role of an acquisition
candidates key personnel upon the completion of our initial business combination cannot be ascertained at this time. Although we
contemplate that certain members of an acquisition candidates management team will remain associated with the acquisition candidate
following our initial business combination, it is possible that members of the management of an acquisition candidate will not wish to
remain in place.
*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-transactioncompany in which our public shareholders own shares will own less than 100% of
the equity interests or assets of a target business, but we will only complete such business combination if the post-transactioncompany
owns or acquires 50% or more of the outstanding voting securities of the target or otherwise 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-transactioncompany owns 50% or more of the voting securities of the target, our
shareholders prior to the business combination may collectively own a minority interest in the post business combination company, depending
on valuations ascribed to the target and us in the business combination. 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-combinationbusiness 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.
44
*We may seek business
combination opportunities with a high degree of complexity that require significant operational improvements, which could delay or prevent
us from achieving our desired results.*
We may seek business combination
opportunities with large, highly complex companies that we believe would benefit from operational improvements. While we intend to implement
such improvements, to the extent that our efforts are delayed or we are unable to achieve the desired improvements, the business combination
may not be as successful as we anticipate.
To the extent we complete
our initial business combination with a large complex business or entity with a complex operating structure, we may also be affected by
numerous risks inherent in the operations of the business with which we combine, which could delay or prevent us from implementing our
strategy. Although our management team will endeavor to evaluate the risks inherent in a particular target business and its operations,
we may not be able to properly ascertain or assess all of the significant risk factors until we complete our business combination. If
we are not able to achieve our desired operational improvements, or the improvements take longer to implement than anticipated, we may
not achieve the gains that we anticipate. Furthermore, some of these risks and complexities may be outside of our control and leave us
with no ability to control or reduce the chances that those risks and complexities will adversely impact a target business. Such combination
may not be as successful as a combination with a smaller, less complex organization.
*Our initial business
combination and our structure thereafter may not betax-efficientto our shareholders and Share Right holders. As a result of
our business combination, our tax obligations may be more complex, burdensome and/or uncertain.*
Although we will attempt
to structure our initial business combination in a tax-efficientmanner, tax structuring considerations are complex, the relevant
facts and law are uncertain and may change, and we may prioritize commercial and other considerations over tax considerations. For example,
in connection with our initial business combination and subject to any requisite shareholder approval, we may: structure our business
combination in a manner that requires shareholders and/or Share Right holders to recognize gain or income for tax purposes; effect a business
combination with a target company in another jurisdiction; or reincorporate in a different jurisdiction (including, but not limited to,
the jurisdiction in which the target company or business is located). We do not intend to make any cash distributions to shareholders
or Share Right holders to pay taxes in connection with our business combination or thereafter. Accordingly, a shareholder or a Share Right
holder may need to satisfy any liability resulting from our initial business combination with cash from its own funds or by selling all
or a portion of the shares or Share Rights received. In addition, shareholders and Share Right holders may also be subject to additional
income, withholding or other taxes with respect to their ownership of us after our initial business combination.
In addition, we may effect
a business combination with a target company that has business operations outside of the UnitedStates, and possibly, business operations
in multiple jurisdictions. If we effect such a business combination, we could be subject to significant income, withholding and other
tax obligations in a number of jurisdictions with respect to income, operations and subsidiaries related to those jurisdictions. Due to
the complexity of tax obligations and filings in other jurisdictions, we may have a heightened risk related to audits or examinations
by U.S.federal, state, local and non-U.S.taxing authorities. This additional complexity and risk could have an adverse effect
on our after-taxprofitability and financial condition.
45
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-borderbusiness combinations, including in connection with investigating, agreeing to and completing our initial
business combination, conducting due diligence in a foreign jurisdiction, having such transaction approved by any local governments, regulators
or agencies and changes in the purchase price based on fluctuations in foreign exchange rates.
If we effect our initial
business combination with such a company, we would be subject to any special considerations or risks associated with companies operating
in an international setting, including any of the following:
|
| costs and difficulties inherent in managing cross-borderbusiness
operations; |
|
|
| rules and regulations regarding currency redemption; |
|
|
| complex corporate withholding taxes on individuals; |
|
|
| laws governing the manner in which future business combinations
may be effected; |
|
|
| exchange listing and/or delisting requirements; |
|
|
| tariffs and trade barriers; |
|
|
| regulations related to customs and import/export matters; |
|
|
| local or regional economic policies and market conditions; |
|
|
| unexpected changes in regulatory requirements; |
|
|
| challenges in managing and staffing international operations; |
|
|
| longer payment cycles; |
|
|
| tax issues, such as tax law changes and variations in tax
laws as compared to the UnitedStates; |
|
|
| currency fluctuations and exchange controls; |
|
|
| rates of inflation; |
|
46
|
| challenges in collecting accounts receivable; |
|
|
| cultural and language differences; |
|
|
| employment regulations; |
|
|
| underdeveloped or unpredictable legal or regulatory systems; |
|
|
| corruption; |
|
|
| protection of intellectual property; |
|
|
| social unrest, crime, strikes, riots and civil disturbances; |
|
|
| regime changes and political upheaval; |
|
|
| terrorist attacks, natural disasters, widespread health emergencies
and wars; and |
|
|
| deterioration of political relations with the 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 Share Rights holders.*
**
We may, in connection with
our initial business combination or otherwise and, to the extent applicable, subject to requisite shareholder approval by special resolution
under the Companies Act (with respect to which only holders of ClassB ordinary shares will be entitled to vote prior to our initial
business combination), reincorporate in the jurisdiction in which the target company or business is located or in another jurisdiction.
The transaction may require a shareholder or Share Right holder to recognize taxable income in the jurisdiction in which the shareholder
or Share Right holder is a tax resident or in which its members are resident if it is a tax transparent entity (or may otherwise result
in adverse tax consequences). We do not intend to make any cash distributions to shareholders or Share Right holders to pay such taxes.
Shareholders or Share Right holders may be subject to withholding taxes or other taxes with respect to their ownership of our ClassA
ordinary shares or Share Rights after the reincorporation.
*We may reincorporate
in or transfer by way of continuation to 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.
47
*We are subject to changing
law and regulations regarding regulatory matters, corporate governance and public disclosure that have increased both our costs and the
risk ofnon-compliance.*
We are subject to rules and
regulations by various governing bodies, including, for example, the SEC, which are charged with the protection of investors and the oversight
of companies whose securities are publicly traded, and to new and evolving regulatory measures under applicable law. Our efforts to comply
with new and changing laws and regulations have resulted in and are likely to continue to result in, increased general and administrative
expenses and a diversion of management time and attention from revenue-generatingactivities 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-consumingand could lead to various regulatory issues which may adversely
affect our operations.
*Exchange rate fluctuations
and currency policies may cause a target business ability to succeed in the international markets to be diminished.*
In the event we acquire a
non-U.S.target, all revenues and income would likely be received in a foreign currency, and the dollar equivalent of our net assets
and distributions, if any, could be adversely affected by reductions in the value of the local currency. The value of the currencies in
our target regions fluctuate and are affected by, among other things, changes in political and economic conditions. Any change in the
relative value of such currency against our reporting currency may affect the attractiveness of any target business or, following consummation
of our initial business combination, our financial condition and results of operations. Additionally, if a currency appreciates in value
against the dollar prior to the consummation of our initial business combination, the cost of a target business as measured in dollars
will increase, which may make it less likely that we are able to consummate such transaction.
**
*After our initial business
combination, substantially all of our assets may be located in a foreign country and substantially all of our revenue will be derived
from our operations in such country. Accordingly, our results of operations and prospects will be subject, to a significant extent, to
the economic, political and legal policies, developments and conditions in the country in which we operate.*
The economic, political and
social conditions, as well as government policies, of the country in which our operations are located could affect our business. Economic
growth could be uneven, both geographically and among various sectors of the economy and such growth may not be sustained in the future.
If in the future such countrys economy experiences a downturn or grows at a slower rate than expected, there may be less demand
for spending in certain industries. A decrease in demand for spending in certain industries could materially and adversely affect our
ability to find an attractive target business with which to consummate our initial business combination and if we effect our initial business
combination, the ability of that target business to become profitable.
48
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-maninsurance on the life of, any of our directors or officers.
The unexpected loss of the services of one or more of our directors or officers could have a detrimental effect on us.
*The ownership interest
of our sponsor may change, and our sponsor may divest its ownership interest in us before identifying a business combination, which could
deprive us of key personnel and advisors.*
Our sponsor is a limited
liability company of which Mr.McLean, our Chief Executive Officer, is the manager. Mr.McLean holds voting and investment discretion
with respect to the ordinary shares, private placement units or securities held of record by the sponsor, and all our officers
individual economic interests in our sponsor. There are no contractual restrictions on the sponsors, or our officers ability,
acting together, to share, sell or otherwise dispose of part or all of the interests in our sponsor or held by our sponsor. As a result,
there is a risk that our sponsor (or officers, acting together) may divest their ownership or economic interests in us or in the sponsor
before a business combination target is identified, which would likely result in our loss of certain key personnel or advisors, including
our officers. Additionally, there can be no assurance that any replacement sponsor or management team will successfully identify a business
combination target for us, or, even if one is so identified, successfully complete such business combination.
*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 ourpost-combinationbusiness.*
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.
49
*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-timeemployees
prior to the completion of our initial business combination. Each of our officers is engaged in other business endeavors for which he
may be entitled to substantial compensation, and our officers are not obligated to contribute any specific number ofhours per week
to our affairs. Our independent directors also serve as officers and board members for other entities. If our officers and directors
other business affairs require them to devote substantial amounts of time to such affairs in excess of their current commitment levels,
it could limit their ability to devote time to our affairs which may have a negative impact on our ability to complete our initial business
combination. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business
combination target. Therefore, any such potential conflicts could materially affect our ability to complete our 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
member, and our officers and directors are, or may in the future become, affiliated with entities (such as operating companies or investment
vehicles) that are engaged in a similar business. We do not have employment contracts with our officers and directors that will limit
their ability to work at other businesses. In addition, our sponsor, officers and directors may participate in the formation of, or become
an officer or director of, any other blank check company prior to completion of our initial business combination. As a result, our sponsor,
officers and directors could have conflicts of interest in determining whether to present business combination opportunities to us or
to any other blank check company with which they may become involved. Our sponsor, officers and directors have complete discretion, subject
to applicable fiduciary duties, as to which blank check company they choose to pursue a business combination and the order in which they
pursue business combinations for any future blank check companies. As a result, our sponsor, officers and directors may pursue business
combinations for blank check companies that it may sponsor in any order, which could result in its more recent blank check companies completing
business combinations prior to its blank check companies that were launched earlier. Each of our officers and directors presently has,
and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities
pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. Accordingly,
if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or
she has then current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present
such business combination opportunity to such other entity, subject to their fiduciary duties under Cayman Islands law. Our amended and
restated memorandum and articles of association provide that, to the fullest extent permitted by law: (i)no individual serving as
a director or an officer, among other persons, shall have any duty, except and to the extent expressly assumed by contract, to refrain
from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii)we renounce
any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which (a)may
be a corporate opportunity for any director or officer, on the one hand, and us, on the other or (b)the presentation of which would
breach an existing legal obligation of a director or officer to any other entity. Therefore, any such potential conflicts could materially
affect our ability to complete our 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, directors, officers, or any of their
respective affiliates although we do not intend to do so. Nor do we have a policy that expressly prohibits any such persons from engaging
for their own account in business activities of the types conducted by us. Accordingly, such persons or entities may have a conflict between
their interests and ours. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial
business combination target.
50
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. Therefore, any such potential conflicts could materially affect our ability to complete our business combination.
*Members of our management
team and board of directors have significant experience as founders, board members, officers, executives or employees of other companies.
Certain of those persons have been, are currently, or may become, involved in litigation, investigations or other proceedings, including
related to those companies or otherwise. This may have an adverse effect on us, which may impede our ability to consummate an initial
business combination.*
During the course of their
careers, members of our management team and board of directors have had significant experience as founders, board members, officers, executives
or employees of other companies. Certain of those persons have been, are currently or may in the future become involved in litigation,
investigations or other proceedings, including relating to the business affairs of such companies, transactions entered into by such companies,
or otherwise. Any such litigation, investigations or other proceedings may divert the attention and resources of our management team and
board of directors away from identifying and selecting a target business or businesses for our initial business combination and may negatively
affect our reputation, which may impede our ability to complete an initial business combination.
*Members of our management
team and affiliated companies may have been, and may in the future be, involved in civil disputes or governmental investigations unrelated
to our business.*
Members of our management
team have been (and intend to be) involved in a wide variety of businesses. Such involvement has, and may lead to, media coverage and
public awareness. As a result, members of our management team and affiliated companies may have been, and may in the future be, involved
in civil disputes or governmental investigations unrelated to our business. Any such claims or investigations may be detrimental to our
reputation and could negatively affect our ability to identify and complete an initial business combination and may have an adverse effect
on the price of our securities.
*Our letter agreement
with our sponsor, officers and directors may be amended without shareholder approval.*
Our letter agreement with
our sponsor, officers and directors contains provisions relating to transfer restrictions of our founder shares and private placement
units, indemnification of the trust account, waiver of redemption rights and participation in liquidating distributions from the trust
account. The letter agreement may be amended without shareholder approval (although releasing the parties from the restriction not to
transfer the founder shares for 180days following the date of the Final Prospectus 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.
51
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 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 by November 26, 2027 or (B)with respect to any other material provisions relating
to shareholders rights or pre-initialbusiness combination activity; and (iii)the redemption of our public shares if
we are unable to complete an initial business combination by November 26, 2027, 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. Holders of Share Rights
will not have any right to the proceeds held in the trust account with respect to the Share Rights. Accordingly, to liquidate your investment,
you may be forced to sell your public shares or 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, ClassA ordinary
shares and Share Rights are listed on Nasdaq. Although after giving effect to our initial public offering we met, on a pro forma basis,
the minimum initial listing standards set forth in Nasdaq listing standards, we cannot assure you that our securities will be, or 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 listed securities (generally $50,000,000) and a minimum number of holders of our securities
(generally 400 public holders). Additionally, in connection with our initial business combination, we will be required to demonstrate
compliance with 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 and we would be required to have a minimum of 400 round lot holders of our securities. We cannot assure you
that we will be able to meet those initial listing requirements at that time.
If 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-countermarket. 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. |
|
52
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 we expect that our units and eventually our ClassA ordinary shares
and Share Rights will be listed on Nasdaq, our units, ClassA ordinary shares and Share Rights will 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.
Amarket for our
securities and a market for our securities may not develop, which would adversely affect the liquidity and price of our securities.
The price of our securities
may vary significantly due to one or more potential business combinations and general market or economic conditions, including as a result
of geopolitical events like the conflicts in Ukraine, the Middle East and Southwest Asia, and economic impacts such as inflation. Furthermore,
an active trading market for our securities may never develop or, if developed, it may not be sustained. You may be unable to sell your
securities unless a market can be established and sustained.
*Because we are incorporated
under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your rights
through the U.S.Federal courts may be limited.*
We are an exempted company
incorporated under the laws of the Cayman Islands. As a result, it may be difficult for investors to effect service of process within
the 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.
53
We have been advised by Mourant
Ozannes (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.
*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.
54
*Our amended and restated
memorandum and articles of association provide that the courts of the Cayman Islands will be the exclusive forums for certain disputes
between us and our shareholders, which could limit our shareholders ability to obtain a favorable judicial forum for complaints
against us or our directors, officers or employees.*
Our amended and restated
memorandum and articles of association provide that unless we consent in writing to the selection of an alternative forum, the courts
of the Cayman Islands shall have exclusive jurisdiction over any claim or dispute arising out of or in connection with our amended and
restated memorandum and articles of association or otherwise related in any way to each shareholders shareholding in us, including
but not limited to (i)any derivative action or proceeding brought on our behalf, (ii)any action asserting a claim of breach
of any fiduciary or other duty owed by any of our current or former directors, officers or other employees to us or our shareholders,
(iii)any action asserting a claim arising pursuant to any provision of the Companies Act or our amended and restated memorandum
and articles of association, or (iv)any action asserting a claim against us governed by the internal affairs doctrine (as such concept
is recognized under the laws of the UnitedStates 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.
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.
*We may amend the terms
of the Share Rights in a manner that may be adverse to holders of public Share Rights with the approval by the holders of at least 50%
of thethen-outstandingpublic Share Rights. As a result, the exercise price of your Share Rights could be increased, the exercise
period could be shortened and the number of ClassA ordinary shares exchangeable upon conversion of a Share Right could be decreased,
all without your approval.*
Our Share Rights will be
issued in registered form under a Share Rights Agreement between CST, as Rights agent, and us. The Share Rights Agreement provides that
the terms of the Share Rights may be amended without the consent of any holder for the purpose of (i)curing any ambiguity or to
correct any defective provision or mistake, including to conform the provisions of the Share Rights Agreement to the description of the
terms of the Share Rights and the Share Rights Agreement set forth in this Annual Report or (ii)adding or changing any provisions
with respect to matters or questions arising under the Share Rights Agreement as the parties to the Share Rights Agreement may deem necessary
or desirable and that the parties deem to not adversely affect the rights of the registered holders of the Share Rights, provided that
the approval by the holders of at least 50% of the then-outstandingpublic Share Rights is required to make any change that adversely
affects the interests of the registered holders of public Share Rights. Accordingly, we may amend the terms of the public Share Rights
in a manner adverse to a holder of public Share
55
Rights if holders of at least
50% of the then-outstandingpublic Share Rights approve of such amendment. Although our ability to amend the terms of the public
Share Rights with the consent of at least 50% of the then-outstandingpublic Share Rights is unlimited, examples of such amendments
could be amendments to, among other things, convert the Share Rights into cash or another security or decrease the number of ClassA
ordinary shares exchangeable upon conversion of a Share Right.
*Our Share Rights Agreement
designatesthe courts of the State of NewYork or the UnitedStates District Court for the Southern District of NewYork
as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our Share Rights, which
could limit the ability of Share Right holders to obtain a favorable judicial forum for disputes with our company.*
Our 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 Share Rights Agreement, including under the Securities Act, will be brought and enforced in the courts of the State of NewYork
or the UnitedStates District Court for the Southern District of NewYork, and (ii)that we irrevocably submit to such
jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. We will waive any objection to
such exclusive jurisdiction and that such courts represent an inconvenient forum. With respect to any complaint asserting a cause of action
arising under the Securities Act or the rules and regulations promulgated thereunder, we note, however, that there is uncertainty as to
whether a court would enforce this provision and that investors cannot waive compliance with the federal securities laws and the rules
and regulations thereunder. Section22 of the Securities Act creates concurrent jurisdiction for state and federal courts over all
suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.
Notwithstanding the foregoing,
these provisions of the Share Rights Agreement will not apply to suits brought to enforce any liability or duty created by the ExchangeAct
or any other claim for which the federal district courts of the UnitedStates of America are the sole and exclusive forum. Any person
or entity purchasing or otherwise acquiring any interest in any of our Share Rights shall be deemed to have notice of and to have consented
to the forum provisions in our Share Rights Agreement. If any action, the subject matter of which is within the scope the forum provisions
of the Share Rights Agreement, is filed in a court other than a court of the State of NewYork or the UnitedStates District
Court for the Southern District of NewYork (a foreign action) in the name of any holder of our 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
NewYork 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 Share Right holder in any such enforcement action by service upon such Share Right
holders counsel in the foreign action as agent for such Share Right holder. This choice-of-forumprovision may limit a Share
Right 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 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 and board of directors.
*Because each unit contains
one right to receive one tenth (1/10) of one ClassA ordinary share upon the consummation of our initial business combination, and
only whole shares will be issued in exchange for 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 a Share Right will automatically receive one tenth (1/10) of one
ClassA 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 a Share Right will be required to affirmatively convert its Share Rights
in order to receive the one tenth (1/10) of one ClassA ordinary share underlying each Share Right upon consummation of the business
combination. We will not issue fractional shares in connection with an exchange of Share Rights.
56
As a result, you must hold
Share Rights in multiples of 10 in order to receive ClassA ordinary shares for all of your 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 Share Rights will not receive any of such funds for their Share Rights and the Share
Rights will expire worthless.
*Holders of ClassA
ordinary shares will not be entitled to vote on continuing the company in a jurisdiction outside of the Cayman Islands.*
As holders of our ClassA
ordinary shares, our public shareholders will not have the right to vote on continuing the company in a jurisdiction outside of the Cayman
Islands (including any special resolution required to amend our constitutional documents or to adopt new constitutional documents, in
each case, as a result of our approving a transfer by way of continuation in a jurisdiction outside of the Cayman Islands).
*The grant of registration
rights to our sponsor and other holders of our private placement units may make it more difficult to complete our initial business combination,
and the future exercise of such rights may adversely affect the market price of our ClassA ordinary shares.*
Pursuant to an agreement
entered into concurrently with the issuance and sale of the securities in our initial public offering, our sponsor and its permitted transferees
can demand that we register the ClassA ordinary shares into which founder shares are convertible, holders of our private placement
units and their permitted transferees can demand that we register the private placement units and the ClassA ordinary shares underlying
the private placement units issuable upon exercise of the private placement rights or holders of securities that may be issued upon conversion
of working capital loans and their permitted transferees may demand that we register such units, shares, Share Rights or the ClassA
ordinary shares issuable upon exercise of such Share Rights 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 units or holders of our working capital loans
or their respective permitted transferees are registered.
General Risk Factors
*We are a blank check
company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.*
**
We are a blank check company incorporated under the laws of the Cayman
Islands with no operating results. Because we lack an operating history, you have no basis upon which to evaluate our ability to achieve
our business objective of completing our initial business combination. We have no plans, arrangements or understandings with any prospective
target business concerning a business combination and may be unable to complete our initial business combination. If we fail to complete
our initial business combination, we will never generate any operating revenues.
57
*Past performance by
our management team, our advisors and their respective affiliates, including investments and transactions in which they have participated
and businesses with which they have been associated, may not be indicative of future performance of an investment in the company.*
Information regarding our
management team, our advisors and their respective affiliates, including investments and transactions in which they have participated
and businesses with which they have been associated, is presented for informational purposes only. Any past experience and performance
by our management team, our advisors and their respective affiliates and the businesses with which they have been associated, is not a
guarantee that we will be able to successfully identify a suitable candidate for our initial business combination, that we will be able
to provide positive returns to our shareholders, or of any results with respect to any initial business combination we may consummate.
You should not rely on the historical experiences of our management team, our advisors and their respective affiliates, including investments
and transactions in which they have participated and businesses with which they have been associated, as indicative of the future performance
of an investment in us or as indicative of every prior investment by each of the members of our management team, our advisors or their
respective affiliates. The market price of our securities may be influenced by numerous factors, many of which are beyond our control,
and our shareholders may experience losses on their investment in our securities.
*Cyber incidents or
attacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss.*
We depend on digital technologies,
including information systems, infrastructure and cloud applications and services, including those of third parties with which we may
deal. Sophisticated and deliberate attacks on, or security breaches in, our systems or infrastructure, or the systems or infrastructure
of third parties or the cloud, could lead to corruption or misappropriation of our assets, proprietary information and sensitive or confidential
data. As an early stage company without significant investments in data security protection, we may not be sufficiently protected against
such occurrences. We may not have sufficient resources to adequately protect against, or to investigate and remediate any vulnerability
to, cyber incidents. It is possible that any of these occurrences, or a combination of them, could have adverse consequences on our business
and lead to financial loss.
*We may be a passive
foreign investment company, or PFIC, which could result in adverse UnitedStates federal income tax consequences to
U.S.investors.*
**
As used herein, the term
U.S. Holder means a beneficial owner of units, ordinary shares or rights who or that is for U.S. federal income tax purposes:
(1) an individual citizen or resident of the United States; (2) a corporation (or other entity treated as a corporation for U.S. federal
income tax purposes) that is created or organized (or treated as created or organized) in or under the laws of the United States, any
state thereof or the District of Columbia; (3) an estate the income of which is subject to U.S. federal income taxation regardless of
its source; or (4) a trust if (A) a court within the United States is able to exercise primary supervision over the administration of
the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (B) it has in effect a
valid election to be treated as a U.S. person.
**
If we are a PFIC for any
taxable year (or portion thereof) that is included in the holding period of a U.S.Holder of our ClassA ordinary shares or
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. Our PFIC status for our current and subsequent taxableyears may depend on whether we qualify for the PFIC
start-up. Depending on the particular circumstances the application of the start-upexception may be subject to uncertainty, and
there cannot be any assurance that we will qualify for the start-upexception. Our actual PFIC status for any taxable year, however,
will not be determinable until after the end of such taxable year (and, in the case of the start-upexception, potentially not until
after the two taxableyears following our current taxable year). Accordingly, there can be no assurances with respect to our status
as a PFIC for our current taxable year or any subsequent taxable year. Moreover, if we determine we are a PFIC for any taxable year, upon
written request, we will endeavor to provide to a U.S.Holder such information as the IRS may require, including a PFIC annual information
statement, in order to enable the U.S.Holder to make and maintain a qualified electing fund election, but there can
be no assurance that we will timely provide such required information, and such election would be unavailable with respect to our Share
Rights in all cases. We urge U.S.investors to consult their own tax advisors regarding the possible application of the PFIC rules.
**
58
*If our initial business
combination involves a company organized under the laws of the UnitedStates (or any subdivision thereof), a U.S.federal excise
tax could be imposed on us in connection with any redemptions of our ClassA ordinary shares after or in connection with such initial
business combination.*
The Inflation Reduction Actof2022
provides for, among other things, a new 1% U.S.federal excise tax on certain repurchases (including redemptions) of stock by publicly
traded U.S.corporations after December31, 2022 (the stock buyback tax), subject to certain exceptions (and other
rules that may significantly reduce the amount of any stock buyback tax liability). If applicable, the amount of the stock buyback tax
is generally 1% of the aggregate fair market value of any stock repurchased by the corporation during a taxable year, net of the aggregate
fair market value of certain new stock issuances by the repurchasing corporation during the same taxable year. The Biden administration
has proposed increasing the stock buyback tax rate from 1% to 4%; however, it is unclear whether such a change will be enacted and, if
enacted, how soon it could take effect. In addition, the U.S.Treasury Department and IRS have released proposed regulations that
would potentially cause a non-U.S.corporations U.S.subsidiaries to be subject to the stock buyback tax with respect
to any share repurchases made by the non-U.S.corporation under certain circumstances. The stock buyback tax is imposed on the repurchasing
corporation and not on its stockholders.
As an entity incorporated
as a Cayman Islands exempted company, the stock buyback tax is currently not expected to apply to redemptions of our ClassA ordinary
shares (absent any further regulations or other additional guidance that may be issued in the future). However, in connection with an
initial business combination involving a company organized under the laws of the UnitedStates (or any subdivision thereof), it is
possible that we could domesticate and continue as a Delaware corporation prior to certain redemptions. Because we expect that, following
such a domestication, our securities would continue to trade on Nasdaq, in such a case we could be subject to the stock buyback tax with
respect to any subsequent redemptions that are treated as repurchases for this purpose (which may include redemptions in connection with
our initial business combination, depending on the details of such business combination). In all cases, whether and to what extent we
would be subject to the stock buyback tax will depend on a number of factors, including (i)the structure and other details of the
initial business combination, including the extent to which the initial business combination involves a U.S.corporation and the
extent to which we issue shares in the initial business combination or otherwise during the same taxable year that are eligible to offset
any redemptions or other repurchases, (ii)the fair market value of the shares redeemed and (iii)the extent such redemptions
could be treated as dividends and not as repurchases. The applicability of the stock buyback tax to us could be further affected by the
content of the final regulations and any clarifications or other additional guidance from the U.S.Treasury Department that may be
issued and applicable to the redemptions. In no event would we withdraw interest earned on amounts held in the trust account to pay any
stock buyback tax.
Any stock buyback taxes we
incur could reduce the amount of cash available to pay redemptions or to transfer to the target business in connection with our initial
business combination, which could result in our inability to meet conditions in the agreement relating to our initial business combination
related to a minimum cash requirement, if any, or otherwise result in the shareholders of the combined company (including any of our shareholders
who do not exercise their redemption rights in connection with the initial business combination) to economically bear the impact of such
stock buyback tax.
*We are an emerging
growth company and a smaller reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions
from disclosure requirements available to emerging growth companies or smaller reporting companies, this could make our securities less
attractive to investors and may make it more difficult to compare our performance with other public companies.*
We are an emerging
growth company within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions
from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but
not limited to, not being required to comply with the auditor internal controls attestation requirements of Section404 of the Sarbanes-OxleyAct,
reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the
requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments
not previously approved. As a result, our shareholders may not have access to certain information they may deem important. We could be
an emerging growth company for up to fiveyears, although circumstances could cause us to lose that status earlier, including if
the market value of our ClassA ordinary shares held by non-affiliatesexceeds $700million as of any June30thbefore
that time, in which case we would no longer be an emerging growth company as of the following December31st. 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.
59
Further, Section102(b)(1)of
the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until
private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class
of securities registered under the ExchangeAct) are required to comply with the new or revised financial accounting standards. The
JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to
non-emerginggrowth companies but any such an election to opt out is irrevocable. We have elected not to opt out of such extended
transition period which means that when a standard is issued or revised and it has different application dates for public or private companies,
we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.
This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging
growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences
in accounting standards used.
Additionally, we are a smaller
reporting company as defined in 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-affiliatesis equal to or exceeds $250million as of the prior June30th, or (2)our
annual revenues equaled or exceeded $100million during such completed fiscal year and the market value of our ordinary shares held
by non-affiliatesis equal to or exceeds $700million as of the prior June30. To the extent we take advantage of such
reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible.
*Changes in the market
for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial
business combination.*
The market for directors
and officers liability insurance for special purpose acquisition companies has changed in ways adverse to us and our management team.
Fewer insurance companies are offering quotes for directors and officers liability coverage, the premiums charged for such policies have
generally increased and the terms of such policies have generally become less favorable. These trends may continue into the future.
The increased cost and decreased
availability of directors and officers liability insurance could make it more difficult and more expensive for us to negotiate an initial
business combination. In order to obtain directors and officers liability insurance or modify its coverage as a result of becoming a public
company, the post-businesscombination entity might need to incur greater expense, accept less favorable terms or both. However,
any failure to obtain adequate directors and officers liability insurance could have an adverse impact on the post-businesscombinations
ability to attract and retain qualified officers and directors.
In addition, even after we
were to complete an initial business combination, our directors and officers could still be subject to potential liability from claims
arising from conduct alleged to have occurred prior to the initial business combination. As a result, in order to protect our directors
and officers, the post-businesscombination entity may need to purchase additional insurance with respect to any such claims (run-offinsurance).
The need for run-offinsurance would be an added expense for the post-businesscombination entity, and could interfere with
or frustrate our ability to consummate an initial business combination on terms favorable to our investors.
*Increases in inflation
in the UnitedStates and elsewhere could make it more difficult for us to complete our initial business combination.*
Increases in inflation in
the UnitedStates and elsewhere may lead to increased price volatility for publicly traded securities, including ours, or other national,
regional or international economic disruptions, any of which could make it more difficult for us to complete our initial business combination.
60
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 1C. CYBERSECURITY
We are a special purpose acquisition company with no business operations. Since our initial public offering, our sole business activity has been identifying and evaluating suitable acquisition transaction candidates. Therefore, we do not consider that we face significant cybersecurity risk and have not adopted any cybersecurity risk management program or formal processes for assessing cybersecurity risk. Our board of directors is generally responsible for the oversight of risks from cybersecurity threats, if any. We have not encountered any cybersecurity incidents since our initial public offering.
ITEM 2. PROPERTIES
We currently maintain our
executive offices at 19215 SE 24th Street, Suite # 106-159, Camas WA 98607, and our telephone number is (332)275-5814. We consider
our current office space adequate for our current operations.
ITEM 3. LEGAL PROCEEDINGS
There is no material litigation,
arbitration or governmental proceeding currently pending against us or any members of our management team.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
61
PART II
ITEM 5. MARKET FOR REGISTRANTS COMMON
EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Our equity securities trade
on the Nasdaq Global Market. Each of our units consists of one Class A ordinary share and one Share Right and, commencing on November
25, 2025, trades on the Nasdaq Global Market under the symbol IGACU. The Class A ordinary shares and Share Rights underlying
our units are trading separately on the Nasdaq Global Market under the symbols IGAC and IGACR, respectively
on December 16, 2025.
Holders of Record
On March 23, 2026, there was
3 holders of record of our units, 1 holder of record of our Class A ordinary shares and 1 holder of our Class B ordinary shares, and 1
holder of record of our Share Rights. Such numbers do not include beneficial owners holding our securities through nominee names.
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.
The payment of any dividends
subsequent to a business combination will be within the discretion of our board of directors at such time and we will only pay such dividend
out of our profits or share premium (subject to solvency requirements) as permitted under Cayman Islands Law. It is the present intention
of our board of directors to retain all earnings, if any, for use in our business operations and, accordingly, our board of directors
does not anticipate declaring any dividends in the foreseeable future. In addition, our board of directors is not currently contemplating
and does not anticipate declaring any share dividends in the foreseeable future. Further, the ability to pay such dividends in kind at
the combined companys option may result in dilution to existing shareholders. If we incur any indebtedness in connection with our
initial business combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.
Use of Proceeds from our Initial Public Offering
On November 26, 2025, we consummated our initial public offering of
17,250,000 units at $10.00 per unit, each unit consisting of one Class A ordinary share and one right entitling the holder thereof to
receive one-tenth of one Class A ordinary share upon the completion of our initial business combination, generating gross proceeds of
$172,500,000. The securities sold in our initial public offering were registered under the Securities Act on registration statement on
Form S-1 (File No. 333-288875). The registration statement became effective on November 24, 2025. Simultaneously with the closing of the
initial public offering, we consummated the sale of 870,000 private placement units at a price of $5.00 per unit in a private placement
to the sponsor and CCM, generating gross proceeds of $4,530,000. Following the closings of the initial public offering and the private
placement on November 26, 2025, an aggregate amount of $172,500,000 from the net proceeds of the sale of the public units, and a portion
of the net proceeds from the sale of the private placement units, was placed in the Trust Account and held in demand deposit or cash accounts
or invested only in 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 in any open-ended investment company that holds itself out as a money market fund investing solely in
U.S. Treasuries and meeting certain conditions under Rule 2a-7 of the Investment Company Act, 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. Transaction costs amounted to $3,605,995, consisting of $2,300,000 of cash underwriting fee and $1,305,995 of other offering
costs.
ITEM 6. [RESERVED]
62
ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial
condition and results of operations should be read in conjunction with our audited financial statements and the notes related thereto
which are included in Item 8. Financial Statements and Supplementary Data of this Annual Report. Certain information contained
in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ materially from those
anticipated in these forward-looking statements as a result of many factors, including those set forth under Special Note Regarding
Forward-Looking Statements, Item 1A. Risk Factors and elsewhere in this Annual Report.
Overview
We are a blank check company incorporated in the
Cayman Islands on April 7, 2025, formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share
purchase, reorganization or other similar business combination with one or more businesses. We intend to effectuate our business combination
using cash derived from the proceeds of the initial public offering and the sale of the private placement units, our shares, debt or a
combination of cash, shares and debt.
We expect to continue to incur significant costs
in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a business combination will be successful.
Results of Operations
We have neither engaged in any operations nor
generated any revenues to date. Our only activities from April 7, 2025 (inception) through December 31, 2025 were organizational activities
and those necessary to prepare for the initial public offering, described below, and, after our initial public offering, identifying a
target company for a business combination. We do not expect to generate any operating revenues until after the completion of our business
combination. Subsequent to the initial public offering, we generate non-operating income in the form of interest income on marketable
securities held in the trust account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting
and auditing compliance), as well as for due diligence expenses.
For the period from April 7, 2025 (inception)
through December 31, 2025, we had a net loss of $351,286, which consists of compensation expense of $746,940 and operating costs of $200,168,
partially offset by interest income earned on marketable securities held in the trust account of $595,822.
Liquidity and Capital Resources
Until the consummation of the initial public offering,
our only source of liquidity was an initial purchase of shares of Class B ordinary shares by the sponsor and loans from the sponsor, which
was repaid at the closing of the initial public offering.
On November 26, 2025, we consummated the initial
public offering of 17,250,000 units, which included the full exercise by the underwriters of their over-allotment option in the amount
of 2,250,000 units, at $10.00 per unit, generating gross proceeds of $172,500,000. Simultaneously with the closing of the initial public
offering, we consummated the sale of 870,000 private placement units at a price of $5.00 per Private Placement Unit, in a private placement
to our sponsor and the underwriters, generating gross proceeds of $4,350,000.
Following the closing of the initial public offering
and the private placement, a total of $172,500,000 was placed in the trust account. We incurred offering costs of $11,007,737, consisting
of $3,450,000 cash underwriting fee, $6,900,000 of deferred underwriting fee, and $657,737 of other offering costs.
For the period from April 7, 2025 (inception)
through December 31, 2025, cash used in operating activities was $342,735. Net loss of $351,286 was affected by income earned on marketable
securities held in the trust account of $595,822, payment of operation costs through promissory note of $10,420, share-based compensation
expense of $746,940. Changes in operating assets and liabilities used $152,987 of cash for operating activities.
63
As of December 31, 2025, we had marketable securities
held in the trust account of $173,095,822. We intend to use substantially all of the funds held in the trust account, including any amounts
representing interest earned on the trust account (which interest shall be net of any taxes payable and excluding deferred underwriting
commissions), to complete our business combination. To the extent that our share capital or debt is used, in whole or in part, as consideration
to complete our business combination, the remaining proceeds held in the trust account will be used as working capital to finance the
operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
As of December 31, 2025, we had cash of $389,108.
We intend to use the funds held outside the trust account primarily to identify and evaluate target businesses, perform business due diligence
on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their
representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate
and complete a business combination.
On February 17, 2026, we issued a $3,500,000 convertible promissory
note, effective as of December 1, 2025 (the Working Capital Note), to our sponsor. The Working Capital Note bears no interest
and will become payable only upon the successful completion of our initial Business Combination. Upon the closing of the Business Combination,
the Working Capital Note may be converted into our units (the Working Capital Units) at a conversion price equal to $5.00
per unit. The Working Capital Units shall be identical to the private placement units sold in the initial public offering. Each Working
Capital Unit consists of one Class A ordinary share, and one right (a Working Capital Right), with each Working Capital
Right entitling the holder thereof to receive one-tenth of one Class A Ordinary Share upon the completion of an initial business combination.
In December 2025 and January
2026, we received $400,000 and $596,740 advances, respectively, from the Sponsor. These advances previously received were treated as a
drawdown under the Working Capital Note. Up to the date the financial statements were available to be issued, the total withdrawal under
the Working Capital Note was $996,740.
In connection with the Companys assessment
of going concern considerations in accordance with ASC 205-40, Going Concern, as of December 31, 2025, the Companys
management has since reevaluated the Companys liquidity and financial condition, and determined that the Company has sufficient funds to sustain operations for a reasonable period of time, which is considered to be one year from the date of the issuance of the
financial statement.
Off-Balance Sheet Arrangements
We have no obligations, assets or liabilities,
which would be considered off-balance sheet arrangements as of December 31, 2025. We do not participate in transactions that create relationships
with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established
for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements,
established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.
64
Contractual obligations
Underwriters Agreement
The underwriters were entitled to a cash underwriting
discount of $0.20 per unit, or $3,450,000 in the aggregate. Of this amount, (i) $0.10 per Unit, or $1,500,000 in the aggregate was paid
to the underwriters in cash and (ii) $0.10 per unit was used by the underwriters to purchase private placement units, or $1,950,000 in
the aggregate.
Critical Accounting Estimates
The preparation of the 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 statements, and income and expenses during
the periods reported. Making estimates requires Management to exercise significant judgement. It is at least reasonably possible that
the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which
Management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly,
the actual results could materially differ from those estimates.
*Recent Accounting Pronouncements*
In November 2024, the FASB issued Accounting Standards
Update (ASU) 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic
220-40): Disaggregation of Income Statement Expenses, requiring public entities to disclose additional information about specific
expense categories in the notes to the financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years
beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company
is currently evaluating the impact of adopting ASU 2024-03.
Management does not believe that any other recently
issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statement.
Item
7A. Quantitative and Qualitative Disclosures about Market Risk
We are a smaller reporting company as defined
by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this Item.
Item
8. Financial Statements and Supplementary Data
This information appears following Item 15 of this Report and is included
herein by reference.
Item
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
65
Item
9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are designed
to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported
within the time periods specified in the SECs rules and forms, and that such information is accumulated and communicated to our
management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate
to allow timely decisions regarding required disclosure.
As required by Rules 13a-15 and 15d-15 under the
Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and
operation of our disclosure controls and procedures as of December 31, 2025. Based upon their evaluation, our Chief Executive Officer
and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the
Exchange Act) were effective, Accordingly, management believes that the financial statements includedin this Annual Report present
fairly in all material respects our financial position, results of operations and cash flows for the period presented.
Managements Report on Internal Controls
Over Financial Reporting
This Annual Report does not include a report of
managements assessment regarding internal control over financial reporting or an attestation report of our independent registered
public accounting firm due to a transition period established by rules of the SEC for newly public companies.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control
over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal
quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
Trading Arrangements
No director or officer of the Company adopted or terminated any contract, instruction or written plan for the purchase or sale of securities of the registrant intended to satisfy the affirmative defense conditions of Rule 10b5-1(c); or any non-Rule 10b5-1 trading arrangement as defined in paragraph (c) of Item 408 of Regulation S-K.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS
THAT PREVENT INSPECTIONS.
Not applicable.
66
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND
CORPORATE GOVERNANCE
Executive Officers and Directors
Our executive officers and directors are as follows:
|
Name | |
Age | |
Position | |
|
Andrew McLean | |
59 | |
Chief Executive Officer and Director | |
|
Jim Campbell | |
31 | |
Chief Financial Officer | |
|
Michael Krawchuk | |
48 | |
Chief Business Development Officer | |
|
David Dusseault | |
51 | |
Director | |
|
Eric Luo | |
60 | |
Director | |
|
Jing Nealis | |
46 | |
Director | |
|
Francisco Snchez | |
66 | |
Director | |
*Mr.Andrew McLean*is our Chief Executive Officer and director. Mr.McLean is a seasoned, career entrepreneur with 25years of experience
in sustainable finance and environmental initiatives. Since January2020, he has served as the Chief Executive Officer and co-founderof
Invest.Green Enterprises Inc., an investor organization dedicated to the promotion of sustainable investment. Since 2001, he has been
an investor and consultant at Evergreen Consulting LLC, a consulting firm. Mr.McLean has been involved in the environmentalist space,
initially as an investor, and then as the creator, host, and executive producer of The Eco Capitalist, a globally aired business series
focused on green innovation. He has moderated the United Nations Environment Program Finance Initiatives Global Roundtable, a high-profilebiennial
event bringing together leaders in sustainable investment from all over the world, including former U.K.Prime Minister Gordon Brown.
Mr.McLean has also served as Managing Director for Inflection Point Capital Management, the innovative sustainable investment boutique
founded by Dr.Matthew Kiernan, a member of our advisory board and the co-founderof Invest.Green. Mr.McLean also founded
instantdocuments.com, a service for generating customizable documents, which partnered with companies with operations in multiple countries.
He holds a Bachelor of Arts degree in Political Science from the University of Washington.
**
*Mr.Jim Campbell*is
our Chief Financial Officer. Since August2024, Mr.Campbell has served as a Vice President and Director of Equity Capital Markets
and Head of SPAC Investment Banking at Clear Street LLC, a technology-drivenfinancial services firm based in NewYork City.
In this role, Mr.Campbell supports a variety of strategic initiatives, from transaction execution and deal structuring to client
relationship development and origination. He works closely with institutional investors and company leadership to navigate complex financial
landscapes. Prior to joining Clear Street, from July 2021 through June 2023, Mr.Campbell was an Associate and then Vice President
at E.F.Hutton on its SPAC Investment Banking team. From October 2019 to June 2021, he worked at MUFG Bank Ltd., covering Technology,
Media and Telecom, and from September 2017 to October 2019 at Deloitte, where he obtained his Certified Public Accountant license. Mr.Campbell
currently holds Series7,63, and 79 licenses with FINRA, and obtained a Bachelors Degree in Business Administration
from Villanova University.
**
*Mr.Michael Krawchuk*is
our Chief Business Development Officer. Since July2025, Mr.Krawchuk has served as Chief Business Development Officer of Invest.Green,
having previously served as its Chief Capital Officer from December 2024, and as its Director of Capital from March 2024. He brings extensive
experience in investment management and capital growth, with a focus on sustainable investment strategies. Prior to joining Invest.Green,
from August 2019 through September 2023, Mr.Krawchuk was the Senior Investor Success Manager at DLP Real Estate Capital Inc., a
private real estate investment firm. Previously, Mr.Krawchuk spent severalyears as a private banker at Wells Fargo, where
he served a prestigious client base of ultra-high-net-worthindividuals and families. Prior to Wells Fargo, Mr.Krawchuk honed
his analytical and research skills in market research. Mr.Krawchuk has gained extensive experience in fundraising and has been playing
key roles in shaping fund strategy, investor relations, and portfolio alignment with ESG principles throughout his career.
**
**
67
**
*Mr.David Dusseault*is
our independent director. Since September 2023, Mr.Dusseault has served as a Senior Advisor and Principal of Invest.Green. Since
October2023, Mr.Dusseault has served as Chief Operational Officer of Alpaca Securities LLC, an innovative financial services
company which provides both infrastructure and advice supporting other fintech companies, and has additionally served at its President
since April 2025. Mr.Dusseaults affiliation with Alpaca Securities LLC is solely in his capacity as an employee and does
not constitute endorsement of Invest.Green by Alpaca Securities LLC. Previously, from 2022 to 2023, he was the President of Tradeoff Financial
LLC. From 2019 to 2022, Mr.Dusseaultserved as the Vice President and Head of Brokerage Operations and then as the President
and Chief Operational Officer to Robinhood Securities, a transformational fintech company which played a key role in the democratization
of retail investment. Mr.Dusseault holds a Bachelor of Science degree in Finance from Providence College. We believe Mr.Dusseault
is well qualified to serve on our board of directors due to his accomplished career as a business strategist and senior executive, with
nearly 30years of experience in the retail brokerage business.
**
*Mr.Eric Luo***is
our independent director. Since January 2022, Mr.Luo has served as Group Vice President and President of North America at LONGi
Green Energy Technology Co., Ltd., overseeing the companys strategic growth, innovation initiatives, and market leadership in the
renewable energy sector across North America. Since March 2021 to December 2021, Mr.Luo served as a Senior Advisor and Principal
for Invest.Green. From January 2018 to February 2021, Mr.Luo has served as Chairman and Chief Executive Officer of GCL System Integration
Limited, GCL New Energy USA, an international energy conglomerate specializing in clean and sustainable energy, after having joined GCL
in September 2017 as its Vice President of GCL North America, as well as General Manager and Director of GCL-SI. From July 2017 to January
2021, Mr.Luo served as Senior Industry Advisor to the U.S.-ChinaGreen Fund. Prior to GCL, from January 2015 to July 2017,
Mr.Luo served as the Chief Executive Officer and Director of Shunfeng International Clean Energy Limited (SFCE), a Hong Kong-basedsupplier
of law-carbonand energy saving integrated solutions. Since February 2022, he has served as an independent director and chair of
the Audit Committee at SES AI Corporation (NYSE: SES), a lithium metal solid-statebattery developer. He was nominated as the Asian
Chief Executive Officer of the Year 2014 by Power& Electricity World Asia. Mr.Luo received his Bachelor of Science degree
in Operational Management from Zhejiang Gongshang University and his Masters Degree in Business Administration from Michigan State University.
We believe Mr.Luo is well qualified to serve on our board of directors due to his thought leadership in the renewable energy sector
and his work in advancing sustainability and energy transition.
**
*Ms. Jing Nealis*is
our independent director. Since March 2021, Ms. Nealis has served as the Chief Financial Officer at SES AI Corporation. From June 2019
to March 2021, Ms. Nealis served as Senior Director of Finance, Corporate Finance at View Inc., a glass-manufacturingcompany specializing
in the production of smart glass. Previously, she served as Chief Financial Officer of SunPower Systems International Ltd., a solar company
committed to providing reliable and sustainable energy and storage solutions, from June 2017 until June 2019, after having served in the
same role from February 2014 until April 2017 in the International Division of Shunfeng International Clean Energy Limited, a diversified
integrated provider of clean energies and low-carbonand energy-savingsolutions. From June 2012 to February 2014, Ms. Nealis
was Finance Director/Global Tax Director of Suntech Power, a solar panel producer. Ms. Nealis earned her MS in Accounting from the University
of Hawaii and her Bachelors in International Business from China University of Petroleum in Beijing. We believe Ms.Nealis
is well qualified to serve on our board of directors because she is a seasoned finance executive with experience in global finance and
operations across various sectors, including alternative energy and management consulting.
**
*The Honorable Francisco
J.Snchez* is our independent director. Since July2020, Mr.Snchez has been a partner at Holland&
Knight, an international law firm, where he also serves as a member of the International Trade Group. From November 2013 to July 2020,
he served as Chairman and CEO of CNS Global Advisors. Since 2024, he has served as Chairman of the Board of Breez, an AI-focusedearly-stagecompany,
and he is on the Board of Advisors of Trustible, an AI company focused on governance and best practices in the use of AI by corporations
and other organizations. Since March 2019, he has served as Managing Partner of Black Pearl Partners LLC. Since March 2020, he has been
a registered representative at Stonehaven LLC. Since 2024, he has served as an Authorized Member of Landen Group LLC. Mr.Snchez
serves on several nonprofit boards as a director including the Moffitt Cancer Center and Research Institute, a top ten cancer research
center; the Dali Museum of St. Petersburg; and the Meridian International Center, a Washington DC-basedorganization promoting American
diplomacy. Mr.Snchez previously served on the Board of Directors of Archer Daniels Midland (NYSE:ADM), a global 100
public company, from 2014 to 2023. Mr.Snchez has also served in the public sector as the U.S.Under Secretary of Commerce
for International Trade under U.S.President Barack Obama, as Assistant Secretary for Aviation and International Affairs at the U.S.Department
of Transportation under U.S.President Bill Clinton, as well as a White House Special assistant to President Bill Clinton and chief
of staff to the Special Envoy to the Americas under U.S.President Bill Clinton. He holds a J.D. degree from Florida State University,
where he had previously earned a Bachelor of Arts degree in Spanish. In addition, he holds a Masters Degree in Public Administration from
Harvard Universitys Kennedy School of Government. We believe Mr.Snchez is well qualified to serve on our board of
directors given his extensive senior-levelexperience in the public sector, in the private sector on the boards of both listed and
early-stagecompanies, an in-depthknowledge of international markets, and an understanding of emerging transformational technologies.
68
Number and Terms of Office of Officers and
Directors
Our board of directors consists
of five 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-yearterm. Prior to the closing of our initial
business combination, only holders of our ClassB ordinary shares will be entitled to vote on the appointment and removal of directors
or continuing the company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend our constitutional
documents or to adopt new constitutional documents, in each case, as a result of our approving a transfer by way of continuation in a
jurisdiction outside the Cayman Islands). Holders of our public shares will not be entitled to vote on such matters during such time.
These provisions of our amended and restated memorandum and articles of association relating to these rights of holders of ClassB
ordinary shares may be amended by a special resolution passed by the affirmative vote of at least 90% (or, where such amendment is proposed
in respect of the consummation of our initial business combination, two-thirds) of the votes cast by such shareholders as, being entitled
to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company. 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, which consists of Jing Nealis and Francisco
Snchez, will expire at our first annual general meeting. The term of office of the second class of directors, which consists of
David Dusseault and Eric Luo, will expire at the second annual general meeting. The term of office of the third class of directors, which
consists of Andrew McLean, 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.
Committees of the Board of Directors
Our board of directors have
two standing committees: an audit committee and a compensation committee. Subject to phase-in rules and a limited exception, the rules
of Nasdaq and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors,
and the rules of Nasdaq require that the compensation committee of a listed company be comprised solely of independent directors.
**
*Audit Committee*
Mr. Dusseault, Mr. Luo, and
Ms. Nealis serve as members of our audit committee, with Ms. Nealis serving as the Chairman of the audit committee. Under the Nasdaq listing
standards and applicable SEC rules, we are required to have at least three members of the audit committee, all of whom must be independent,
subject to certain phase-in provisions. Each such person meets the independent director standard under Nasdaq listing standards and under
Rule 10-A-3(b)(1) of the Exchange Act.
Each member of the audit
committee is financially literate and our board of directors has determined that Ms. Nealis qualifies as an audit committee financial
expert as defined in applicable SEC rules.
We have adopted an audit
committee charter, which details the principal functions of the audit committee, including:
|
| the appointment, compensation,
retention, replacement, and oversight of the work of the independent auditors and any other independent registered public accounting
firm engaged by us; |
|
|
| pre-approving all audit and
permitted non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged by us,
and establishing pre-approval policies and procedures; |
|
69
|
| reviewing and discussing with
the independent auditors all relationships the auditors have with us in order to evaluate their continued independence; |
|
|
| setting clear hiring policies
for employees or former employees of the independent auditors; |
|
|
| setting clear policies for audit
partner rotation in compliance with applicable laws and regulations; |
|
|
| obtaining and reviewing a report,
at least annually, from the independent auditors describing (i) the independent auditors internal quality-control procedures and
(ii) 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; |
|
|
| reviewing and approving any
related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering
into such transaction; and |
|
|
| reviewing with management, the
independent auditors, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence
with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial
statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting
Standards Board, the SEC or other regulatory authorities. |
|
*Compensation Committee*
Mr. Luo and Mr. Snchez
serve as members of our compensation committee, with Mr. Snchez serving as the chairman of the compensation committee. Under the
Nasdaq listing standards and applicable SEC rules, we are required to have at least two members of the compensation committee, all of
whom must be independent, subject to certain phase-in provisions. Each such person meets the independent director standard under Nasdaq
listing standards applicable to members of the compensation committee.
We have adopted a compensation
committee charter, which details the principal functions of the compensation committee, including:
|
| reviewing and approving on an
annual basis the corporate goals and objectives relevant to our Chief Executive Officers compensation, evaluating our Chief Executive
Officers performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief
Executive Officer based on such evaluation; |
|
|
| reviewing and approving on an
annual basis the compensation of all of our other officers; |
|
|
| reviewing on an annual basis
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; |
|
70
|
| approving all special perquisites,
special cash payments and other special compensation and benefit arrangements for our officers and employees; |
|
|
| if required, producing a report
on executive compensation to be included in our annual proxy statement; and |
|
|
| reviewing, evaluating, and recommending
changes, if appropriate, to the remuneration for directors. |
|
The charter also provides
that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or
other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However,
before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee
will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.
Director Nominations
We do not have a standing
nominating committee though we intend to form a corporate governance and nominating committee as and when required to do so by law or
Nasdaq rules. In accordance with Rule5605(e)(2)of the Nasdaq rules, a majority of the independent directors may recommend
a director nominee for selection by our board of directors. Our board of directors believes that the independent directors can satisfactorily
carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee.
The directors who will participate in the consideration and recommendation of director nominees are Mr. Dusseault, Mr. Luo, Ms. Nealis
and Mr. Snchez. In accordance with Rule5605(e)(1)(A)of the Nasdaq rules, all such directors are independent. As there
is no standing nominating committee, we do not have a nominating committee charter in place.
The board of directors will
also consider director candidates recommended for nomination by our shareholders during such times as they are seeking proposed nominees
to stand for appointment at the next annual general meeting (or, if applicable, an extraordinary general meeting). Our shareholders that
wish to nominate a director for appointment to our board of directors should follow the procedures set forth in our amended and restated
memorandum and articles of association.
We have not formally established
any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying
and evaluating nominees for director, our board of directors considers educational background, diversity of professional experience, knowledge
of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders.
Prior to our initial business combination, holders of our public shares will not have the right to recommend director candidates for nomination
to our board of directors.
Code of Ethics
We have adopted a Code of Ethics applicable to
our directors, officers and employees. We have filed a copy of our Code of Ethics as an exhibit to this Annual Report. 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-substantiveamendments, 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 in a Current Report on Form8-Kfiled with the
SEC or on our website, if we establish one, and keep such information on the website for at least 12months. The information included
on our website is not incorporated by reference into this FormS-1or 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.
71
ITEM 11. EXECUTIVE COMPENSATION
Executive Officer and Director Compensation
None of our executive officers
or directors has received any cash compensation for services rendered to us. We are not prohibited from paying any fees (including advisory
fees), reimbursements or cash payments to our sponsor, officers or directors, or our or their affiliates, for services rendered to us
prior to or in connection with the completion of our initial business combination, including the following payments, all of which, if
made prior to the completion of our initial business combination, will be paid from working capital:
|
| Payment of consulting, success or finder fees to our sponsor
or a member of our management team, or their respective affiliates in connection with the consummation of our initial business combination; |
|
|
| We may engage our sponsor or an affiliate of our sponsor as
an advisor or otherwise in connection with our initial business combination and certain other transactions and pay such person or entity
a salary or fee in an amount that constitutes a market standard for comparable transactions; |
|
|
| Reimbursement for any out-of-pocketexpenses related
to identifying, investigating, negotiating and completing an initial business combination; and |
|
|
| Repayment of loans which may be made by our sponsor or an
affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial
business combination. Up to $3,500,000 of such loans may be convertible into private placement units of the post-businesscombination
entity at a price of $5.00 per unit at the option of the lender. Such units would be identical to the private placement units. |
|
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 initial business combination. We have
not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management.
It is unlikely the amount of such compensation will be known at the time of the proposed initial business combination, because the directors
of the post-combinationbusiness 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 officers and directors may negotiate employment or consulting arrangements to remain with
us after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions
with us may influence our managements motivation in identifying or selecting a target business but we do not believe that the ability
of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision
to proceed with any potential business combination. We are not party to any agreements with our officers and directors that provide for
benefits upon termination of employment.
Clawback Policy
On November 24, 2025, our
board of directors adopted a clawback policy (the Clawback Policy) permitting the Company to seek the recovery of incentive
compensation received by any of the Companys current and former executive officers (as determined by the board in accordance with
Section 10D of the Exchange Act and Nasdaq rules) and such other senior executives/employees who may from time to time be deemed subject
to the Clawback Policy by the board (collectively, the Covered Executives). The amount to be recovered will be the excess
of the incentive compensation paid to the Covered Executive based on the erroneous data over the incentive compensation that would have
been paid to the Covered Executive had it been based on the restated results, as determined by the board. If the board cannot determine
the amount of excess incentive compensation received by the Covered Executive directly from the information in the accounting restatement,
then it will make its determination based on a reasonable estimate of the effect of the accounting restatement.
72
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth
information regarding the beneficial ownership of our ordinary shares as of the date of this Annual Report by:
|
| each person known by us to be
the beneficial owner of more than 5% of our outstanding ordinary shares; |
|
|
| each of our executive officers
and directors; and |
|
|
| all our executive officers and
directors as a group. |
|
Unless otherwise indicated,
we believe that all persons named in the table have sole voting and investment power with respect to all ordinary shares beneficially
owned by them.
|
Name and Address of Beneficial Owner(1) | |
Number of Ordinary Shares Beneficially Owned | | |
Approximate
Percentage
of
Outstanding
Ordinary
Shares | | |
|
IG SPAC Sponsor LLC(2) | |
| 6,230,000 | | |
| 26.1 | % | |
|
Andrew McLean(3)(4) | |
| 6,230,000 | | |
| 26.1 | % | |
|
Jim Campbell(4) | |
| | | |
| | | |
|
Michael Krawchuk(4) | |
| | | |
| | | |
|
David Dusseault(4) | |
| | | |
| | | |
|
Eric Luo(4) | |
| | | |
| | | |
|
Jing Nealis(4) | |
| | | |
| | | |
|
Francisco Snchez(4) | |
| | | |
| | | |
|
All officers and directors as a group (7 persons) | |
| 6,230,000 | | |
| 26.1 | % | |
|
Adage Capital Management, L.P. (5) | |
| 1,350,000 | | |
| 5.66 | % | |
|
(1) | Unless otherwise noted, the business address of each of the
following is c/o Invest Green Acquisition Corporation, 19215 SE 24th Street, Suite # 106-159, Camas WA 98607. |
|
|
(2) | IG SPAC Sponsor LLC, our sponsor, is the record holder of such
shares. |
|
|
(3) | Mr.McLean is the manager of our sponsor and holds voting
and investment discretion with respect to the ordinary shares held of record by our sponsor. Mr.McLean disclaims any beneficial
ownership of the securities held by the sponsor other than to the extent of any pecuniary interest he may have therein. |
|
|
(4) | Does not include any shares indirectly owned by this individual
as a result of his direct or indirect ownership interest in our sponsor. |
|
|
(5) | Based
on a Schedule 13G filed on February 12, 2026, by Adage Capital Management, L.P., a Delaware limited partnership. Adage Capital Management,
L.P., (ACM), is the investment manager of Adage Capital Partners, L.P., a Delaware limited partnership (ACP);
(ii) Robert Atchinson (Mr. Atchinson), is the (1) managing member of Adage Capital Advisors, L.L.C., a limited liability
company organized under the laws of the State of Delaware (ACA), managing member of Adage Capital Partners GP, L.L.C.,
a limited liability company organized under the laws of the State of Delaware (ACPGP), general partner of ACP and (2) managing
member of Adage Capital Partners LLC, a Delaware limited liability company (ACPLLC), general partner of ACM, with respect
to the Class A Ordinary Shares directly held by ACP; and (iii) Phillip Gross, is the (1) managing member of ACA, managing member of ACPGP
and (2) managing member of ACPLLC, general partner of ACM, with respect to the Class A Ordinary Shares directly held by ACP. The principal
business address for the reporting persons is 200 Clarendon Street, 52nd Floor, Boston, Massachusetts 02116. |
|
73
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Certain Relationships and Related Transactions
On June4, 2025, our
sponsor paid $25,000, or approximately $0.003 per share, to cover certain of our offering costs in exchange for 7,665,900 founder shares.
On September17, 2025, our sponsor surrendered 1,915,900 founder shares for no consideration, resulting in our sponsor holding an
aggregate of 5,750,000 founder shares.
The number of founder shares
outstanding was determined based on the expectation that the total size of our initial public offering would be a maximum of 17,250,000units,
and therefore that such founder shares would represent 25% of the outstanding shares after our initial public offering (excluding the
private placement shares). Our public shareholders may incur material dilution due to anti-dilutionadjustments that result in the
issuance of ClassA ordinary shares on a greater than one-to-onebasis upon conversion.
Our sponsor purchased an aggregate
of 480,000 private placement, each private placement unit consisting of one ClassA ordinary share and one right to receive one tenth
(1/10) of a ClassA ordinary share upon the consummation of an initial business combination, at a price of $5.00 per unit, or $2,400,000
in the aggregate, in a private placement that closed simultaneously with the closing of our initial public offering. The underwriters
used a portion of their underwriting discount and commission to purchase an aggregate of 390,000 private placement units at a price of
$5.00 per unit, or $1,950,000, in a private placement that closed simultaneously with the closing of our initial public offering. The
private placement units are identical to the units sold in our initial public offering except that, so long as they are held by our sponsor
or its permitted transferees, the private placement units (including their component securities) (i)may not (including the ClassA
ordinary shares issuable upon conversion of the underlying rights), subject to certain limited exceptions, be transferred, assigned or
sold by the holders until 30days after the completion of our initial business combination and (ii)will be entitled to registration
rights.
Prior to or in connection
with the completion of our initial business combination, there may be payment by the company to our sponsor or a member of our management
team or one of their affiliates of a finders fee, advisory fee, consulting fee or success fee for any services they render in order
to effectuate the completion of our initial business, which, if made prior to the completion of our initial business combination, will
be paid from working capital.
We expect to fund our working
capital requirements prior to the time of our initial business combination with working capital. In addition, in order to finance transaction
costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers
and directors may, but are not obligated to, loan us funds as may be required on a non-interestbasis. If we complete an initial
business combination, we would repay such loaned amounts. In the event that the initial business combination does not close, we may use
working capital to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. Up to $3,500,000
of such loans may be convertible into private placement units of the post business combination entity at a price of $5.00 per unit at
the option of the lender. Such units would be identical to the private placement units. Prior to the completion of our initial business
combination, we do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third
parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.
We have until November 26,
2027 or until such earlier liquidation date as our board of directors may approve, to consummate our initial business combination. If
we anticipate that we may be unable to consummate our initial business combination by November 26, 2027, we may seek shareholder approval
to amend our amended and restated memorandum and articles of association to extend the date by which we must consummate our initial business
combination. If we seek shareholder approval for an extension, holders of public shares will be offered an opportunity to vote on the
extension and to redeem their shares, regardless of whether they abstain, vote for, or vote against, the proposed extension, at a per
share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon (net
of taxes payable), divided by the number of then issued and outstanding public shares, subject to applicable law.
Any of the foregoing payments
to our sponsor, repayments of loans from our sponsor or repayments of working capital loans prior to our initial business combination
will be made using working capital.
74
After our initial business
combination, members of our management team who remain with us may be paid consulting, management or other fees from the combined company
with any and all amounts being fully disclosed to our shareholders, to the extent then known, in the proxy solicitation or tender offer
materials, as applicable, furnished to our shareholders. It is unlikely the amount of such compensation will be known at the time of distribution
of such tender offer materials or at the time of a general meeting held to consider our initial business combination, as applicable, as
it will be up to the directors of the post-combinationbusiness to determine executive and director compensation.
Related Party Policy
We have not yet adopted a
formal policy for the review, approval or ratification of related party transactions. Accordingly, the transactions discussed above were
not reviewed, approved or ratified in accordance with any such policy. Prior to the closing of our initial public offering, we adopted
our Code of Ethics requiring us to avoid, wherever possible, all conflicts of interests, except under guidelines or resolutions approved
by our board of directors (or the appropriate committee of our board of directors) or as disclosed in our public filings with the SEC.
Under our Code of Ethics, conflict of interest situations include any financial transaction, arrangement or relationship (including any
indebtedness or guarantee of indebtedness) involving the company.
In addition, our audit committee
is responsible for reviewing and approving related party transactions to the extent that we enter into such transactions. An affirmative
vote of a majority of the members of the audit committee present at a meeting at which a quorum is present will be required in order to
approve a related party transaction. A majority of the members of the entire audit committee will constitute a quorum. Without a meeting,
the unanimous written consent of all of the members of the audit committee will be required to approve a related party transaction. Our
audit committee will review on a quarterly basis all payments that were made to our sponsor, directors or officers, or our or any of their
respective affiliates.
These procedures are intended
to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the
part of a director, employee or officer.
To further minimize conflicts of interest, we have agreed not to consummate
an initial business combination with an entity that is affiliated with any of our sponsor, directors or officers unless we, or a committee
of independent and disinterested directors, have obtained an opinion from an independent investment banking firm which is a member of
FINRA or an independent accounting firm that our initial business combination is fair to our shareholders from a financial point of view.
In addition, pursuant to Nasdaq listing rules, our initial business combination must be approved by a majority of our independent directors.
We are not prohibited from
paying any fees (including advisory fees), reimbursements or cash payments to our sponsor, officers or directors, or our or their affiliates,
for services rendered to us prior to or in connection with the completion of our initial business combination, including the following
payments, all of which, if made prior to the completion of our initial business combination, will be paid from working capital:
|
| Payment of consulting, success or finder fees to our sponsor
or a member of our management team, or their respective affiliates in connection with the consummation of our initial business combination; |
|
|
| We may engage our sponsor or an affiliate of our sponsor as
an advisor or otherwise in connection with our initial business combination and certain other transactions and pay such person or entity
a salary or fee in an amount that constitutes a market standard for comparable transactions; |
|
|
| Reimbursement for any out-of-pocketexpenses related
to identifying, investigating, negotiating and completing an initial business combination; and |
|
|
| Repayment of loans which may be made by our sponsor or an
affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial
business combination. Up to $3,500,000 of such loans may be convertible into private placement units of the post-businesscombination
entity at a price of $5.00 per unit at the option of the lender. Such units would be identical to the private placement units. |
|
75
Director Independence
Nasdaq rules 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).
We have three independent directors as defined in Nasdaq rules and applicable SEC rules. Our board of directors has determined
that David Dusseault, Eric Luo, Jing Nealis, and Francisco Snchez are independent directors as defined in Nasdaq
listing standards and applicable SEC rules. Our independent directors intend to have regularly scheduled meetings at which only independent
directors are present.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The firm of WithumSmith+Brown, PC, or Withum,
acts as our independent registered public accounting firm. The following is a summary of fees paid to Withum for services rendered.
*Audit Fees*. During the period from April 7, 2025 (inception) through December 31,
2025, fees for our independent registered public accounting firm were approximately $124,024 for the services Withum performed in connection
with our initial public offering and the audit of our December 31, 2025 financial statements included in this Annual Report on Form 10-K.
*Audit-Related Fees.* During the period from
April 7, 2025 (inception) through December 31, 2025, our independent registered public accounting firm did not render assurance and related
services related to the performance of the audit or review of financial statements.
*Tax Fees*. During the period from April
7, 2025 (inception) through December 31, 2025, our independent registered public accounting firm did not render services to us for tax
compliance, tax advice and tax planning.
*All Other Fees*. During the period from
April 7, 2025 (inception) through December 31, 2025, there were no fees billed for products and services provided by our independent registered
public accounting firm other than those set forth above.
Pre-Approval Policy
Our audit committee was formed upon the consummation
of our 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).
76
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
|
(a) |
The following documents are filed as part of this Form 10-K: | |
|
|
(1) |
Financial Statements: | |
|
|
|
Page | |
|
Report of Independent Registered Public Accounting Firm |
|
F-2 | |
|
Balance Sheet as of December 31, 2025 |
|
F-3 | |
|
Statement of Operations for the period from April 7, 2025 (Inception) through December 31, 2025 |
|
F-4 | |
|
Statement of Changes in Shareholders Deficit for the period from April 7, 2025 (Inception) through December 31, 2025 |
|
F-5 | |
|
Statement of Cash Flows for the period from April 7, 2025 (Inception) through December 31, 2025 |
|
F-6 | |
|
Notes to Financial Statements |
|
F-7 | |
|
|
(2) |
Financial Statement Schedules: | |
None.
|
|
(3) |
Exhibits | |
We hereby file as part of this Report the exhibits
listed in the attached Exhibit Index. Exhibits which are incorporated herein by reference can be inspected and copied at the public reference
facilities maintained by the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Copies of such material can also be obtained
from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates or on the SEC website at
www.sec.gov.
77
The following documents are
included as exhibits to this Annual Report:
|
Exhibit No. |
|
Description | |
|
3.1(1) |
|
Amended and Restated Memorandum and Articles of Association of the Company. | |
|
4.1(2) |
|
Specimen Unit Certificate. | |
|
4.2(2) |
|
Specimen Ordinary Share Certificate. | |
|
4.3(2) |
|
Specimen Rights Certificate. | |
|
4.4(1) |
|
Share Rights Agreement, dated November 24, 2025, between the Registrant and Continental Stock Transfer & Trust Company. | |
|
4.5* |
|
Description of Securities of the Registrant | |
|
10.1(2) |
|
Investment Management Trust Agreement, dated November 24, 2025, between the Company and Continental Stock Transfer & Trust Company. | |
|
10.2(2) |
|
Private Placement Unit Purchase Agreement, dated November 24, 2025, between the Company and IG SPAC Sponsor LLC. | |
|
10.3(1) |
|
Private Placement Unit Purchase Agreement, dated November 24, 2025, between the Company and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC . | |
|
10.4(1) |
|
Registration Rights Agreement, dated November 24, 2025, among the Company, the Sponsor and certain securityholders. | |
|
10.5(1) |
|
Letter Agreement, dated November 24, 2025, by and among the Company, the Sponsor, the initial shareholders and each officer and director of the Company. | |
|
10.6(1) |
|
Form of Indemnity Agreement. | |
|
10.7(2) |
|
Strategic Services Agreement. | |
|
10.8(3) |
|
Promissory Note issued to IG SPAC Sponsor LLC. | |
|
19.1* |
|
Insider Trading Policy | |
|
31.1* |
|
Certification of Chief Executive Officer (Principal Executive Officer) required by Rule 13a-14(a) or Rule 15d-14(a). | |
|
31.2* |
|
Certification of Chief Financial Officer (Principal Financial and Accounting Officer) required by Rule 13a-14(a) or Rule 15d-14(a). | |
|
32.1** |
|
Certification of Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350. | |
|
32.2** |
|
Certification of Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350. | |
|
97.1(2) |
|
Clawback Policy | |
|
101.INS* |
|
XBRL Instance Document | |
|
101.SCH* |
|
XBRL Taxonomy Extension Schema | |
|
101.CAL* |
|
XBRL Taxonomy Calculation Linkbase | |
|
101.LAB* |
|
XBRL Taxonomy Label Document | |
|
101.PRE* |
|
XBRL Definition Linkbase Document | |
|
101.DEF* |
|
XBRL Definition Linkbase Document | |
|
104 |
|
Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) | |
|
* |
Filed herewith. | |
|
** |
Furnished herewith. | |
|
(1) |
Incorporated by reference to an exhibit to the Registrants Current Report on Form 8-K, filed with the Securities and Exchange Commission on November 26, 2025. | |
|
(2) |
Incorporated by reference to an exhibit to the Registrants Form S-1 (File No. 333-288875), filed with the SEC on September 26, 2025, as amended. | |
|
(3) |
Incorporated by reference to an exhibit to the Registrants
Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 23, 2026. | |
ITEM 16. FORM 10-K SUMMARY
None
78
INVEST GREEN ACQUISITION CORPORATION
INDEX TO FINANCIAL STATEMENTS
|
Report of Independent Registered Public Accounting Firm (PCAOB ID Number 100) |
|
F-2 | |
|
Financial Statements: |
|
| |
|
Balance Sheet |
|
F-3 | |
|
Statement of Operations |
|
F-4 | |
|
Statement of Changes in Shareholders Deficit |
|
F-5 | |
|
Statement of Cash Flows |
|
F-6 | |
|
Notes to Financial Statements |
|
F-7 to F-19 | |
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors
of
Invest Green Acquisition Corporation
Opinion on the Financial Statement
We have audited the accompanying balance sheet of Invest Green Acquisition Corporation (the Company) as of December 31, 2025, and the related statements of operations, changes in shareholders equity, and cash flows for the period April 7, 2025 (inception) through December 31, 2025, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the period April 7, 2025 (inception) through December 31, 2025 in conformity with the accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the entitys management. Our responsibility is to express an opinion on these financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entitys internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
We have served as the Company's auditor since 2025.
/s/ WithumSmith+Brown, PC
New York, New York
March 30, 2026
PCAOB ID Number 100
F-2
INVEST GREEN ACQUISITION CORPORATION
BALANCE SHEET
DECEMBER 31, 2025
|
Assets: | |
| | |
|
Current assets | |
| | |
| Cash | | $ | 389,108 | | |
| Prepaid expenses | | | 88,075 | | |
| Total current assets | | | 477,183 | | |
| Marketable securities held in Trust Account | | | 173,095,822 | | |
| Long-term prepaid insurance | | | 67,292 | | |
| Total Assets | | $ | 173,640,297 | | |
|
| |
| | | |
|
Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders Deficit | |
| | | |
|
Liabilities: | |
| | | |
|
Current liabilities | |
| | | |
| Accrued expenses | | $ | 2,380 | | |
| Accrued offering costs | | | 75,000 | | |
| Advances from Sponsor | | | 400,000 | | |
| Total current liabilities | | | 477,380 | | |
| Deferred underwriting fee payable | | | 6,900,000 | | |
| Total Liabilities | | | 7,377,380 | | |
|
| |
| | | |
| Commitments and Contingencies (Note 6) | | | | | |
|
| |
| | | |
| Class A ordinary shares subject to possible redemption, $0.0001 par value; 17,250,000 shares at redemption value of $10.03 per share | | | 173,095,822 | | |
|
| |
| | | |
|
Shareholders Deficit: | |
| | | |
| Preference shares, $0.0001 par value; 5,000,000 shares authorized; no shares issued or outstanding | | | | | |
| Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 870,000 shares issued and outstanding (excluding 17,250,000 shares subject to possible redemption) | | | 87 | | |
| Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 5,750,000 shares issued and outstanding | | | 575 | | |
| Additional paid-in capital | | | | | |
| Accumulated deficit | | | (6,833,567 | ) | |
| Total Shareholders Deficit | | | (6,832,905 | ) | |
| Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders Deficit | | $ | 173,640,297 | | |
The accompanying notes are an integral part of the financial statements.
F-3
INVEST GREEN ACQUISITION CORPORATION
STATEMENT OF OPERATIONS
FOR THE PERIOD FROM APRIL 7, 2025 (INCEPTION) THROUGH DECEMBER 31,
2025
| Formation and operating costs | | $ | 200,168 | | |
| Loss from operations | | | (200,168 | ) | |
|
| |
| | | |
|
OTHER INCOME (EXPENSE) | |
| | | |
| Share-based compensation expenses | | | (746,940 | ) | |
| Income earned on marketable securities held in Trust Account | | | 595,822 | | |
| Total other income (expense), net | | | (151,118 | ) | |
|
| |
| | | |
| NET LOSS | | $ | (351,286 | ) | |
| Basic and diluted weighted average shares outstanding, Class A redeemable ordinary shares | | | 2,252,799 | | |
| Basic and diluted net loss per share, Class A redeemable ordinary shares | | $ | (0.05 | ) | |
|
| |
| | | |
| Basic weighted average shares outstanding, non-redeemable Class A and ClassB ordinary shares | | | 5,270,000 | | |
| Basic net loss per share, non-redeemable Class A and Class B ordinary shares | | $ | (0.05 | ) | |
| Diluted weighted average shares outstanding, non-redeemable Class A and ClassB ordinary shares | | | 5,270,000 | | |
| Diluted net loss per share, non-redeemable Class A and Class B ordinary shares | | | (0.05 | ) | |
The accompanying notes are an integral part of these financial statements.
F-4
INVEST GREEN ACQUISITION CORPORATION
STATEMENT OF CHANGES IN SHAREHOLDERS DEFICIT
FOR THE PERIOD FROM APRIL 7, 2025 (INCEPTION) THROUGH DECEMBER 31,
2025
|
| |
Class A Ordinary Shares | | |
Class B Ordinary Shares | | |
Additional Paid-in | | |
Accumulated | | |
Total Shareholders | | |
|
| |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
Deficit | | |
| Balance April 7, 2025 (inception) | | | | | | $ | | | | | | | | $ | | | | $ | | | | $ | | | | $ | | | |
|
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| Issuance of Class B ordinary shares to Sponsor | | | | | | | | | | | 5,750,000 | | | | 575 | | | | 24,425 | | | | | | | | 25,000 | | |
|
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| Sale of 870,000 Private Placement Units | | | 870,000 | | | | 87 | | | | | | | | | | | | 4,349,913 | | | | | | | | 4,350,000 | | |
|
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| Fair Value of Public Rights at issuance | | | | | | | | | | | | | | | | | | | 2,811,750 | | | | | | | | 2,811,750 | | |
|
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| Allocated value of transaction costs to Class A shares | | | | | | | | | | | | | | | | | | | (195,340 | ) | | | | | | | (195,340 | ) | |
|
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| Share-based compensation to director nominees | | | | | | | | | | | | | | | | | | | 746,940 | | | | | | | | 746,940 | | |
|
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| Accretion for Class A ordinary shares to redemption amount | | | | | | | | | | | | | | | | | | | (7,737,688 | ) | | | (6,482,281 | ) | | | (14,219,969 | ) | |
|
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| Net loss | | | | | | | | | | | | | | | | | | | | | | | (351,286 | ) | | | (351,286 | ) | |
|
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| Balance December 31, 2025 | | | 870,000 | | | $ | 87 | | | | 5,750,000 | | | $ | 575 | | | $ | | | | $ | (6,833,567 | ) | | $ | (6,832,905 | ) | |
The accompanying notes are an integral part of the financial statements.
F-5
INVEST GREEN ACQUISITION CORPORATION
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM APRIL 7, 2025 (INCEPTION) THROUGH DECEMBER 31,
2025
|
Cash flows from operating activities: | |
| | |
| Net loss | | $ | (351,286 | ) | |
|
Adjustments to reconcile net loss to net cash used in operating activities | |
| | | |
| Payment of general and administrative costs through promissory noterelated party | | | 10,420 | | |
| Income earned on marketable securities held in Trust Account | | | (595,822 | ) | |
| Share-based compensation expenses | | | 746,940 | | |
|
Changes in operating assets and liabilities: | |
| | | |
| Prepaid expenses | | | (88,075 | ) | |
| Long term prepaid insurance | | | (67,292 | ) | |
| Accrued expenses | | | 2,380 | | |
| Net cash used in operating activities | | | (342,735 | ) | |
|
| |
| | | |
|
Cash Flows from Investing Activities: | |
| | | |
| Investment of cash into Trust Account | | | (172,500,000 | ) | |
| Net cash used in investing activities | | | (172,500,000 | ) | |
|
| |
| | | |
|
Cash flows from financing activities: | |
| | | |
| Proceeds from issuance of ClassB ordinary shares to Sponsor | | | 25,000 | | |
| Proceeds from sale of Units, net of underwriting discounts paid | | | 169,050,000 | | |
| Proceeds from sale of Private Placement Units | | | 4,350,000 | | |
| Proceeds from promissory note - related party | | | 225,000 | | |
| Advances from Sponsor | | | 400,000 | | |
| Repayment of promissory note - related party | | | (256,332 | ) | |
| Payment of offering costs | | | (561,825 | ) | |
| Net cash provided by financing activities | | | 173,231,843 | | |
|
| |
| | | |
| Net change in cash | | | 389,108 | | |
| Cash, beginning of the period | | | | | |
| Cash, end of the period | | $ | 389,108 | | |
|
| |
| | | |
|
Supplemental disclosure of cash flow information: | |
| | | |
| Deferred offering costs included in accrued offering costs | | $ | 75,000 | | |
| Deferred offering costs paid through promissory noterelated party | | $ | 20,912 | | |
| Deferred underwriting fee payable | | $ | 6,900,000 | | |
The accompanying notes are an integral part of these financial statements.
F-6
Note1Organization and Business Operations
Invest Green Acquisition Corporation (the Company) is a blank check company incorporated as a Cayman Islands exempted corporation on April7, 2025. The Company was incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the Business Combination). The Company has not selected any specific Business Combination target.
As of December 31, 2025, the Company had not commenced any operations. All activity for the period from April7, 2025 (inception) through December 31, 2025 relates to the Companys formation and the initial public offering (the Initial Public Offering). The Company will not generate any operating revenue until after the completion of its initial Business Combination. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering (as defined below). The Company has selected December31 as its fiscal year end.
The registration statement for the Companys Initial Public Offering became effective on November 24, 2025. On November 26, 2025, the Company consummated the Initial Public Offering of 17,250,000 units (the Units and, with respect to the Class A ordinary shares included in the Units being offered, the Public Shares), which included the full exercise by the underwriters of their over-allotment option in the amount of 2,250,000 Units, at $10.00 per Unit, generating gross proceeds of $172,500,000. Each Unit consists of one ClassA ordinary share and one tenth (1/10) of one right (each, a Public Right).
Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 870,000 units (the Private Placement Units) at a price of $5.00 per Private Placement Unit, in a private placement to the Companys sponsor, IG SPAC Sponsor LLC (the Sponsor) and the underwriters, generating gross proceeds of $4,350,000. Of those 870,000 Private Placement Units, the Sponsor purchased 480,000 Private Placement Units, and the underwriters used a portion of their underwriting discount and commission and purchased 390,000 Private Placement Units. Each Private Placement Unit consists of one Class A ordinary share (each Private Placement Share) and one tenth (1/10) of one right (each Private Placement Right).
Transaction costs amounted to $11,007,737, consisting of $3,450,000 of cash underwriting fee, $6,900,000 of deferred underwriting fee, and $657,737 of other offering costs.
Following the closing of the Initial Public Offering, on November 26, 2025, an amount of $172,500,000 ($10.00 per Unit) from the net proceeds of the sale of the Units and the Private Placement Units was placed in a U.S.-based trust account (the Trust Account), with Continental Stock Transfer and Trust Company (CST) acting as trustee. The funds may only be invested in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations; the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended Business Combination. To mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that the Company holds investments in the Trust Account, the Company may, at any time (based on the management teams ongoing assessment of all factors related to the Companys potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest bearing demand deposit account at a bank. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, the proceeds from the Initial Public Offering and the sale of the Private Placement Units will not be released from the Trust Account until the earliest of (i) the completion of the Companys initial Business Combination, (ii) the redemption of the Companys Public Shares if the Company is unable to complete the initial Business Combination within 24 months from the closing of the Initial Public Offering or by such earlier liquidation date as the Companys board of directors may approve (the Completion Window), subject to applicable law, or (iii) the redemption of the Companys Public Shares properly submitted in connection with a shareholder vote to amend the Companys amended and restated memorandum and articles of association to (A) modify the substance or timing of the Companys obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Companys Public Shares if the Company has not consummated an initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders rights or pre-initial Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of the Companys creditors, if any, which could have priority over the claims of the Companys public shareholders.
F-7
The Companys Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the net balance in the Trust Account (excluding the amount of deferred underwriting discounts held and taxes payable on the income earned on the Trust Account) at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the Investment Company Act). There is no assurance that the Company will be able to successfully complete a Business Combination.
The Company will provide the Companys public shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of the initial Business Combination either (i)in connection with a general meeting called to approve the initial Business Combination or (ii)without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public shareholders will be entitled to redeem their shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of twobusinessdays prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, subject to the limitations.
The Public Shares subject to redemption are recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Financial Accounting Standards Boards (FASB) Accounting Standards Codification (ASC) Topic480, Distinguishing Liabilities from Equity.
The Company will have only the duration of the Completion Window to complete the initial Business Combination. However, if the Company is unable to complete its initial Business Combination within the Completion Window, the Company willas promptly as reasonably possible but not more than tenbusinessdays thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less the amount of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will constitute full and complete payment for the public shares and completely extinguish public shareholders rights as shareholders (including the right to receive further liquidation or other distributions, if any), subject to the Companys obligations under Cayman Islands law to provide for claims of creditors and subject to the other requirements of applicable law.
The Sponsor, officers and directors entered into a letter agreement with the Company, pursuant to which they agreed to (i)waive their redemption rights with respect to their founder shares, Private Placement Shares and Public Shares in connection with the completion of the initial Business Combination; (ii)waive their redemption rights with respect to their founder shares, Private Placement Shares and Public Shares in connection with a shareholder vote to approve an amendment to the Companys amended and restated memorandum and articles of association; (iii)waive their rights to liquidating distributions from the Trust Account with respect to their founder shares and Private Placement Shares if the Company fails to complete the initial Business Combination within the Completion Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within the Completion Window and to liquidating distributions from assets outside the Trust Account; and (iv)vote any founder shares or Private Placement Shares held by them and any public shares purchased during or after the Initial Public Offering (including in open market and privately-negotiated transactions, aside from shares they may purchase in compliance with the requirements of Rule14e-5 under the ExchangeAct, which would not be voted in favor of approving the Business Combination) in favor of the initial Business Combination.
F-8
The Companys Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement (except for the Companys independent registered public accounting firm), reduce the amount of funds in the Trust Account to below the lesser of (i)$10.00 per Public Share and (ii)the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Companys indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Actof1933, as amended (the Securities Act). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsors only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations.
Going Concern Consideration
As of December 31, 2025, the Company had $389,108 cash and working capital deficit of $197, and shareholders deficit of $6,832,905.
On February 17, 2026, the Company issued a $3,500,000 convertible promissory note, effective as of December 1, 2025 (the Working Capital Note), to the Sponsor. The Working Capital Note bears no interest and will become payable only upon the successful completion of the Companys initial Business Combination. Upon the closing of the Business Combination, the Working Capital Note may be converted into units of the Company at a conversion price equal to $5.00 per unit (see Note 5).
In December 2025 and January 2026, the Company received $400,000 and $596,740 advances, respectively, from the Sponsor. These advances previously received were treated as a drawdown under the Working Capital Note. Up to the date the financial statements were available to be issued, the total withdrawal under the Working Capital Note was $996,740.
In connection with the Companys assessment of going concern considerations in accordance with FASB ASC205-40, Financial Statement Presentation Going Concern, the Companys management has since reevaluated the Companys liquidity and financial condition, and determined that the Company has sufficient funds to sustain operations for a reasonable period of time, which is considered to be one year from the date of the issuance of the financial statement.
Note2Summary of Significant Accounting Policies
**
*Basis of Presentation*
The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the SEC).
F-9
Emerging Growth Company Status
The Company is an emerging growth company, as defined in Section2(a)of the Securities Act, as modified by the Jumpstart Our Business Startups Actof2012 (the JOBS Act), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section102(b)(1)of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the ExchangeAct) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Companys financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates
The preparation of financial statements in conformity with US 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 statement.
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 statement, 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 from those estimates.
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $389,108 in cash and no cash equivalents as of December 31, 2025.
Marketable securities Held in Trust Account
As of December 31, 2025, the assets held in the Trust Account, amounting to $173,095,822, were held in money market funds.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Companys financial condition, results of operations, and cash flows.
F-10
Offering Costs
The Company complies with the requirements of FASB ASC340-10-S99 and SEC Staff Accounting Bulletin Topic5A,Expenses of Offering. Offering costs consist principally of professional and registration fees that are related to the Initial Public Offering. FASB ASC470-20, Debt with Conversion and Other Options, addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate Initial Public Offering proceeds from the Unitsbetween ClassA ordinary shares and Share Rights, using the residual method by allocating Initial Public Offering proceeds first to assigned value of the Share Rights and then to ClassA ordinary shares. Offering costs allocated to the Public Shares subject to possible redemption are charged to temporary equity, and offering costs allocated to the Public Rights and Private Placement Units are charged to shareholders deficit as the Public and Private Placement Rights, after managements evaluation, are accounted for under equity treatment. Transaction costs amounted to $11,007,737, consisting of $3,450,000 of cash underwriting fee, $6,900,000 of deferred underwriting fee, and $657,737 of other offering costs.
Income Taxes
The Company accounts for income taxes under FASB ASC Topic740, Income Taxes, which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial 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.
FASB ASC Topic740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Companys management determined that the Cayman Islands is the Companys major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2025, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.
The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the UnitedStates. As such, the Companys tax provision was zero for the period presented.
Fair Value of Financial Instruments
The fair value of the Companys assets and liabilities, which qualify as financial instruments under FASB ASC820, Fair Value Measurements and Disclosures, approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.
Share-Based Payment Arrangements
The Company accounts for share awards in accordance with FASB ASC 718, CompensationStock Compensation, which requires that all equity awards be accounted for at their fair value. Fair value is measured on the grant date and is equal to the underlying value of the share.
Costs equal to these fair values are recognized ratably over the requisite service period based on the number of awards that are expected to vest, in the period of grant for awards that vest immediately and have no future service condition, or in the period the awards vest immediately after meeting a performance condition becomes probable (i.e., the occurrence of a Business Combination). For awards that vest over time, cumulative adjustments in later periods are recorded to the extent actual forfeitures differ from the Companys initial estimates; previously recognized compensation cost is reversed if the service or performance conditions are not satisfied and the award is forfeited.
F-11
Derivative Financial Instruments
The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with FASB ASC Topic815, Derivatives and Hedging. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statement of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net cash settlement or conversion of the instrument could be required within 12months of the balance sheet date. The underwriters over-allotment option is deemed to be a freestanding financial instrument indexed on the contingently redeemable shares and will be accounted for as a liability pursuant to FASB ASC480 if not fully exercised at the time of the Initial Public Offering. On November 26, 2025, the underwriters exercised their over-allotment option in full in the amount of 2,250,000 Units as part of the closing of the Initial Public Offering. As such, as of December 31, 2025, no over-allotment option liability is recognized in the Companys balance sheet.
Share Rights
The Company accounted for the Public and Private Placement Rights issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in FASB ASC Topic 815, Derivatives and Hedging. Accordingly, the Company evaluated and classified the Share Rights under equity treatment at their assigned values.
Net Loss per Ordinary Share
The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. The Company has two classes of ordinary shares, which are referred to as redeemable Class A ordinary shares and non-redeemable Class A and Class B ordinary shares. Net loss is shared pro rata between the two classes of ordinary shares. This presentation assumes a Business Combination as the most likely outcome. Net loss per ordinary share is calculated by dividing the net loss by the weighted average ordinary shares outstanding for the respective period.
The calculation of diluted loss per ordinary share does not consider the effect of the Rights issued in connection with the (i) Initial Public Offering, (ii) the exercise of the over-allotment option and (iii) Private Placement, since the average price of the ordinary shares for the period from April 7, 2025 (inception) through December 31, 2025, was less than the exercise price and therefore, the inclusion of such Rights under the treasury stock method would be anti-dilutive and the exercise is contingent upon the occurrence of future events.
The following table reflects the calculation of basic and diluted net loss per ordinary share:
| | | For the Period from April 7, 2025 (inception) through December 31, 2025 | | |
| | | Redeemable Class A | | | Non - Redeemable Class A and Class B | | |
| Basic net loss per ordinary share | | | | | | | |
| Numerator: | | | | | | | |
| Allocation of net loss | | $ | (105,197 | ) | | $ | (246,089 | ) | |
| Denominator: | | | | | | | | | |
| Basic weighted average shares outstanding | | | 2,252,799 | | | | 5,270,000 | | |
| Basic net loss per ordinary share | | $ | (0.05 | ) | | $ | (0.05 | ) | |
| | | For the Period from April 7, 2025 (inception) through December 31, 2025 | | |
| | | Redeemable Class A | | | Non - Redeemable Class A and Class B | | |
| Diluted net loss per ordinary share | | | | | | | |
| Numerator: | | | | | | | |
| Allocation of net loss | | $ | (105,197 | ) | | $ | (246,089 | ) | |
| Denominator: | | | | | | | | | |
| Diluted weighted average shares outstanding | | | 2,252,799 | | | | 5,270,000 | | |
| Diluted net loss per ordinary share | | $ | (0.05 | ) | | $ | (0.05 | ) | |
F-12
Class A Ordinary Shares Subject to Possible Redemption
The Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Companys liquidation, or if there is a shareholder vote or tender offer in connection with the Companys initial Business Combination. In accordance with FASB ASC 480-10-S99, the Company classifies Public Shares subject to possible redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit. Accordingly, as of December 31, 2025, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders deficit section of the Companys balance sheet. As of December 31, 2025, the Class A ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table:
| Gross proceeds | | $ | 172,500,000 | | |
| Less: | | | | | |
| Proceeds allocated to Public Rights | | | (2,811,750 | ) | |
| Public Shares issuance costs | | | (10,812,397 | ) | |
| Plus: | | | | | |
| Remeasurement of carrying value to redemption value | | | 14,219,969 | | |
| Class A ordinary shares subject to possible redemption, December 31, 2025 | | $ | 173,095,822 | | |
Recent Accounting Pronouncements
In November2023, the FASB issued ASU2023-07, Segment Reporting (Topic280): Improvements to Reportable Segment Disclosures. The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating decision maker (CODM), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. The ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s)of segment profit or loss in assessing segment performance and deciding how to allocate resources. Public entities will be required to provide all annual disclosures currently required by Topic280 in interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing segment disclosures in Topic280. This ASU is effective for fiscalyears beginning after December15, 2023, and interim periods within fiscalyears beginning after December15, 2024, with early adoption permitted. The Company adopted ASU2023-07 on April7, 2025, its date of incorporation.
In November 2024, the FASB issued Accounting Standards Update (ASU) 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024-03.
Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Companys financial statements.
F-13
Note3Initial Public Offering
Pursuant to the Initial Public Offering on November 26, 2025, the Company sold 17,250,000Units, which includes the full exercise by the underwriters of their over-allotment option in the amount of 2,250,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one ClassA ordinary share and one Public Right. Each Public Right entitles the holder thereof to receive one tenth (1/10) of one ClassA ordinary share upon the consummation of an initial Business Combination.
Note4Private Placement
Simultaneously with the closing of the Initial Public Offering, the Sponsor and underwriters purchased an aggregate of 870,000 Private Placement Units, at a price of $5.00 per Private Placement Unit, for an aggregate purchase price of $4,350,000, from the Company in a private placement. Of those 870,000 Private Placement Units, the Sponsor purchased 480,000Private Placement Unitsand the underwriters used a portion of their underwriting discount and commission and purchased 390,000 Private Placement Units. Each Private Placement Unit consists of one Private Placement Share and one Private Placement Right to receive one tenth (1/10) of a ClassA ordinary share upon the consummation of an initial Business Combination.
The Private Placement Unitsare identical to the Public Unitssold in the Initial Public Offering except that, so long as they are held by the Sponsor or their permitted transferees, the Private Placement Units(including their component securities) (i)may not (including the ClassA ordinary shares issuable upon conversion of these Private Placement Rights), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30days after the completion of the initial Business Combination and (ii)were entitled to registration rights.
The Sponsor, officers and directors entered into a letter agreement with the Company, pursuant to which they agreed to (i)waive their redemption rights with respect to their founder shares, Private Placement Shares and Public Shares in connection with the completion of the initial Business Combination; (ii)waive their redemption rights with respect to their founder shares, Private Placement Shares and Public Shares in connection with a shareholder vote to approve an amendment to the Companys amended and restated memorandum and articles of association (A)to modify the substance or timing of the Companys obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination within the Completion Window or (B)with respect to any other material provisions relating to shareholders rights or pre-initial Business Combination activity; (iii)waive their rights to liquidating distributions from the Trust Account with respect to their founder shares and Private Placement Shares if the Company fails to complete the initial Business Combination within the Completion Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within the Completion Window and to liquidating distributions from assets outside the Trust Account; and (iv)vote any founder shares or Private Placement Shares held by them and any Public Shares purchased during or after the Initial Public Offering (including in open market and privately-negotiated transactions, aside from shares they may purchase in compliance with the requirements of Rule14e-5 under the ExchangeAct, which would not be voted in favor of approving the Business Combination) in favor of the initial Business Combination.
Note5Related Party Transactions
Founder Shares
On June4, 2025, the Sponsor made a capital contribution of $25,000, or approximately $0.003 per share, for which the Company issued 7,665,900 Class B ordinary shares (the Founder Shares) to the Sponsor. On September 17, 2025, the Sponsor surrendered 1,915,900 Founder Shares for no consideration, resulting in the Sponsor holding an aggregate of 5,750,000 Founder Shares (up to 750,000 shares of which were subject to forfeiture depending on the extent to which the underwriters over-allotment option was exercised). All share and per-share amounts have been retrospectively presented. On November 26, 2025, the underwriters exercised their over-allotment option in full and as a result, the 750,000 Founder Shares are no longer subject to forfeiture.
F-14
On November 15, 2025, the Sponsor transferred a total of 422,000 membership interests in the Sponsor representing interests in 422,000 Founder Shares to the four independent directors. The transfer of the membership interests to independent directors are in the scope of FASB ASC Topic 718, Compensation-Stock Compensation (FASB ASC 718). Under FASB ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the assignment date. The fair value of the membership interests in 422,000 Founder Shares granted to the Companys independent directors on the grant date has an aggregate total of $746,940, or $1.77 per share. The transfer of membership interests has no service restrictions; thus, the total fair value of $746,940 was recorded as compensation expense on the grant date. The third-party valuation firm valued the membership interests in the Founder Shares as of November 15, 2025 using backsolve approach and classified it as Level 3 at the measurement date due to the use of unobservable inputs including the probability of a Business Combination and other risk factors. The market adjustment was 18.0% (the market adjustment reflects additional risk, which may include the likelihood of Business Combination occurring, market perception of lack of available or suitable targets, or possible post-acquisition decline of share price prior to beginning of exercise period); the implied Class A share price was $9.82; Share Rights fraction was 1/10; and pre-adjusted value per share right was $0.98.
The Companys initial shareholders agreed not to transfer, assign or sell any of their Founder Shares and any ClassA ordinary shares issued upon conversion thereof until the earlier to occur of (i)six months after the completion of the initial Business Combination or (ii)the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Companys shareholders having the right to exchange their ClassA ordinary shares for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the Companys initial shareholders with respect to any Founder Shares (the Lock-up). Notwithstanding the foregoing, if (1)the closing price of the ClassA ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20tradingdays within any 30-tradingday period commencing at least 150 days after the initial Business Combination or (2)if the Company consummates a transaction after the initial Business Combination which results in the Companys shareholders having the right to exchange their shares for cash, securities or other property, the founder shares will be released from the Lock-up.
Promissory NoteRelated Party
On June 4, 2025, the Sponsor agreed to loan the Company an aggregate of up to $500,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the June 2025 Promissory Note). The loan is non-interest bearing and unsecured. The June 2025 Promissory Note is payable on the earlier of December31, 2025 or the date on which the Company consummates the Initial Public Offering of its securities. On November 26, 2025, the Company had borrowed $256,332, which has been paid in full by the Company at the closing of the Initial Public Offering and borrowings under the Promissory Note are no longer available.
Advances from Sponsor
In December 2025, the Company received advances of $400,000 from Sponsor for working capital purposes. The $400,000 advances were subsequently treated as a drawdown under the Working Capital Note as described below.
Working Capital Loans
In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Companys officers and directors may, but are not obligated to, loan the Company funds as may be required (the Working Capital Loans). If the Company completes a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $3,500,000 of such Working Capital Loans may be convertible into Private Placement Units of the post Business Combination entity at a price of $5.00 per Private Placement Unit at the option of the lender. As of December 31, 2025, no such Working Capital Loans were outstanding.
On February 17, 2026, the Company and the Sponsor executed a $3,500,000 convertible promissory note, the Working Capital Note. The Working Capital Note bears no interest and will become payable only upon the successful completion of the Companys initial Business Combination. Upon the closing of the Business Combination, the Working Capital Note may be converted into units (the Working Capital Unit) of the Company at a conversion price equal to $5.00 per unit. The units issued in connection with such conversion shall be identical to the Private Placement Unit. Each Working Capital Unit consists of one Class A ordinary share, and one right (a Working Capital Right), with each Working Capital Right entitling holder thereof to receive one-tenth of one Class A Ordinary Share upon the completion of an initial Business Combination. The $400,000 advances previously received from the Sponsor were treated as a drawdown under the Working Capital Note.
F-15
Note6Commitments and Contingencies
Risks and Uncertainties
The Companys ability to complete an initial Business Combination may be adversely affected by various factors, many of which are beyond the Companys control. The Companys ability to consummate an initial Business Combination could be impacted by, among other things, changes in laws or regulations, downturns in the financial markets or in economic conditions, inflation, fluctuations in interest rates, increases in tariffs, supply chain disruptions, declines in consumer confidence and spending, public health considerations, and geopolitical instability, such as the military conflicts in Ukraine and the Middle East. The Company cannot at this time predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact the Companys ability to complete an initial Business Combination.
Registration Rights
The holders of the Founder Shares, Private Placement Unitsand the ClassA ordinary shares underlying such Private Placement Unitsand Private Placement Rights and units that may be issued upon conversion of the Working Capital Loans will have registration rights to require the Company to register a sale of any of the Companys securities held by them and any other securities of the Company acquired by them prior to the consummation of the initial Business Combination pursuant to a registration rights agreement to be signed on the effective date of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, so that the Company registers such securities. In addition, the holders have certain piggyback registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The underwriters and/or their designees may not exercise their demand and piggyback registration rights after five and sevenyears after the commencement of the Initial Public Offering and may not exercise their demand rights on more than one occasion. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriters Agreement
The Company granted the underwriters a 45-day option from the date of the Initial Public Offering to purchase up to an additional 2,250,000 Units to cover over-allotments, if any. On November 26, 2025, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering.
The underwriters were entitled to a cash underwriting discount of $0.20 per Unit, or $3,450,000 in the aggregate. Of this amount, (i) $0.10 per Unit, or $1,500,000 in the aggregate was paid to the underwriters in cash and (ii) $0.10 per Unit was used by the underwriters to purchase Private Placement Units, or $1,950,000 in the aggregate.
Additionally, the underwriters were entitled to a deferred underwriting discount of $0.40 per Unit, or $6,900,000 in the aggregate payable to the underwriters for deferred underwriting commissions on amounts remaining in the Trust Account after all redemptions by public shareholders have been met. The deferred underwriting discount will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes its Initial Business Combination.
Note7Shareholders Deficit
Preference SharesThe Company is authorized to issue a total of 5,000,000 preference shares with par value of $0.0001 per share. At December 31, 2025, there were no preference shares issued or outstanding.
ClassA Ordinary Shares**The Company is authorized to issue a total of 500,000,000 ClassA ordinary shares with a par value of $0.0001 per share. At December 31, 2025, there were 870,000 ClassA ordinary shares issued and outstanding, excluding 17,250,000 Class A ordinary shares subject to possible redemption.
Class B Ordinary Shares**The Company is authorized to issue a total of 50,000,000 ClassB ordinary shares with par value of $0.0001 per share. On June4, 2025, the Company issued 7,665,900 ClassB ordinary shares to the Sponsor for $25,000, or approximately $0.003 per share. On September 17, 2025, the Sponsor surrendered 1,915,900 Founder Shares for no consideration, resulting in the Sponsor holding an aggregate of 5,750,000 Founder Shares (up to 750,000 shares of which were subject to forfeiture depending on the extent to which the underwriters over-allotment option was exercised). All share and per-share amounts have been retrospectively presented. On November 26, 2025, the underwriters exercised their over-allotment option in full and as a result, the 750,000 Founder Shares are no longer subject to forfeiture.
F-16
The Founder Shares will automatically convert into ClassA ordinary shares concurrently with or immediately following the consummation of the initial Business Combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional ClassA ordinary shares, or any other equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to or in connection with the closing of the initial Business Combination, the ratio at which ClassB ordinary shares convert into ClassA ordinary shares will be adjusted (unless the holders of a majority of the outstanding ClassB ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of ClassA ordinary shares issuable upon conversion of all ClassB ordinary shares will equal, in the aggregate, approximately 25% of the sum of (i)the total number of all ClassA ordinary shares outstanding upon the completion of the Initial Public Offering (excluding the ClassA ordinary shares underlying the Private Placement Units), plus (ii)all ClassA ordinary shares and equity-linked securities issued or deemed issued, in connection with the closing of the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any private placement-equivalent shares issued to the Sponsor or any of its affiliates or to the Companys officers or directors upon conversion of Working Capital Loans) minus (iii)any redemptions of ClassA ordinary shares by public shareholders in connection with charter amendments prior to an initial Business Combination or an initial Business Combination; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.
Holders of record of the Companys ClassA ordinary shares and ClassB ordinary shares are entitled to one vote for each share held on all matters to be voted on by shareholders. Unless specified in the amended and restated memorandum and articles of association or as required by the Companies Act or stock exchange rules, an ordinary resolution under Cayman Islands law and the amended and restated memorandum and articles of association, which requires the affirmative vote of at least a majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company is generally required to approve any matter voted on by the Companys shareholders. Approval of certain actions requires a special resolution under Cayman Islands law, which (except as specified below) requires the affirmative vote of at least two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting, and pursuant to the Companys amended and restated memorandum and articles of association, such actions include amending the amended and restated memorandum and articles of association and approving a statutory merger or consolidation with another company. There is no cumulative voting with respect to the appointment of directors, meaning, following the Companys initial Business Combination, the holders of more than 50% of the ordinary shares voted for the appointment of directors can elect all of the directors. Prior to the consummation of the initial Business Combination, only holders of the ClassB ordinary shares will (i)have the right to vote on the appointment and removal of directors and (ii)be entitled to vote on continuing the Company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend the constitutional documents or to adopt new constitutional documents, in each case, as a result of approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). Holders of the ClassA ordinary shares will not be entitled to vote on these matters during such time. These provisions of the amended and restated memorandum and articles of association may only be amended if approved by a special resolution passed by the affirmative vote of at least 90% (or, where such amendment is proposed in respect of the consummation of the initial Business Combination, two-thirds) of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company.
Share RightsExcept in cases where the Company is not the surviving company in a Business Combination, each holder of a right will automatically receive one tenth (1/10) of one ordinary share upon consummation of the initial 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 initial Business Combination, each holder of a right will be required to affirmatively convert his, her or its rights in order to receive the one tenth (1/10) of one ordinary share underlying each right upon consummation of the Business Combination. If the Company is unable to complete the initial 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 rights will not receive any of such funds for their rights and the rights will expire worthless.
F-17
Note8Segment Information
FASB ASC Topic280, Segment Reporting, establishes standards for companies to report, in their financial statement, information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Companys CODM, or group, in deciding how to allocate resources and assess performance.
The Companys CODM has been identified as the Chief Executive Officer, who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has one reportable segment.
The measure of segment assets is reported on the balance sheet as total assets. When evaluating the Companys performance and making key decisions regarding resource allocation, CODM reviews several key metrics, which include the following:
| | | December 31, 2025 | | |
| Cash | | $ | 389,108 | | |
| Prepaid expenses | | $ | 88,075 | | |
| Marketable securities held in Trust Account | | $ | 173,095,822 | | |
| | | For the Period from April 7, 2025 (inception) through December 31, 2025 | | |
| Formation, general and administrative expenses | | $ | (200,168 | ) | |
| Share-based compensation expenses | | $ | (746,940 | ) | |
| Income earned on marketable securities held in Trust Account | | $ | 595,822 | | |
The accounting policies used to measure the net income or loss of the segment are the same as those described in the summary of significant accounting policies.
Formation, general and administrative expenses, share-based compensation 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 formation, general and administrative expenses to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. Formation, general and administrative costs and share-based compensation expenses as reported on the statement of operations, are the significant segment expenses provided to CODM on a regular basis.
The CODM reviews income on marketable securities held in Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the Trust Agreement.
All other segment items included in net income or loss are reported on the statement of operations and described within their respective disclosures.
F-18
Note9Fair 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 fair value of the Public Rights issued in the Initial Public Offering is $2,811,750, or $0.163 per Public Right. The fair value of the Public Rights was determined using backsolve approach to separate the publicly traded Unit price into its constituent securities (Class A ordinary shares and Share Rights). The Public Rights issued in the Initial Public Offering have been classified within shareholders deficit and will not require remeasurement after issuance. The following table presents the quantitative information regarding market assumptions used in the Level 3 valuation of the Public Rights issued in the Initial Public Offering:
| | | November 26, 2025 | | |
| Unit price | | $ | 10.01 | | |
| Share price | | $ | 9.85 | | |
| Share Rights fraction | | | 1/10 | | |
| Pre-adjusted value per Right | | $ | 0.98 | | |
| Market adjustment (1) | | | 16.6 | % | |
| (1) | Market adjustment reflects additional factors not fully captured by low volatility selection, which may include likelihood of a Business Combination occurring, market perception of lack of available or suitable targets, or possible post-acquisition decline of share price prior to the beginning of the exercise period. The adjustment is determined by comparing traded Public Right prices to simulated model outputs. The market adjustment was determined by calibrating traded Public Rights prices as of the valuation dates. | |
Note10Subsequent Events
The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to March 30, 2026, the date that the financial statements were issued. Based on this review, other than described below, the Company did not identify any subsequent events that required adjustment or disclosure in the financial statements.
On February 17, 2026, the Company issued a $3,500,000 Working Capital Note to the Sponsor, see Note 5.
F-19
SIGNATURES
Pursuant to the requirements 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.
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INVEST GREEN ACQUISITION
CORPORATION | |
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Dated: March 30, 2026 |
By: |
/s/ Andrew McLean | |
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Andrew McLean | |
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Chief Executive Officer | |
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 indicated
on March 30, 2026.
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Signatures |
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Capacity in Which Signed | |
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/s/ Andrew McLean |
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Chief Executive Officer and Director | |
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Andrew McLean |
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(Principal Executive Officer) | |
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/s/ Jim Campbell |
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Chief Financial Officer | |
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Jim Campbell |
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(Principal Financial and Accounting Officer) | |
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/s/ David Dusseault |
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Director | |
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David Dusseault |
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/s/ Eric Luo |
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Director | |
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Eric Luo |
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/s/ Jing Nealis |
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Jing Nealis |
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Director | |
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/s/ Francisco Snchez |
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Francisco Snchez |
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Director | |
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