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Item 1A. Risk Factors

2025-11-05 compared with 2025-09-03 · 58 added, 29 removed, 8 unchanged (92% of the section changed)

As a smaller reporting company

under Rule 12b-2 of the Exchange Act, we are not required to include risk factors in this Report.

For additional risks relating to our

operations, other than as set forth below, see the section titled “Risk Factors” contained in our final prospectus for the

IPO filed with the SEC.

Any of these factors could result in a significant or material adverse effect on our results of operations or

financial condition.

As a smaller reporting company under Rule 12b-2 of the Exchange Act, we are not required to include risk factors in this Report.

For additional risks relating to our operations, other than as set forth below, see the section titled “Risk Factors” contained in our final prospectus for the IPO filed with the SEC.

Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition.

Additional risks could arise that may also affect our business or ability to consummate an initial Business Combination.

2 unchanged sentences

Cybersecurity

As a blank check company,

we have no operations and therefore do not have any operations of our own that face material cybersecurity threats.

However, we do depend

on the digital technologies of third parties, including information systems, infrastructure and cloud applications and services, any

sophisticated and deliberate attacks on, or security breaches in, systems or infrastructure or the cloud that we utilize, including those

of third parties, could lead to corruption or misappropriation of our assets, proprietary information and sensitive or confidential data.

Because of our reliance on the technologies of third parties, we also depend upon the personnel and the processes of third parties to

protect against cybersecurity threats, and we have no personnel or processes of our own for this purpose.

In the event of a cybersecurity

incident impacting us, the management team will report to the board of directors and provide updates on the management team’s incident

response plan for addressing and mitigating any risks associated with such an incident.

As an early-stage company without significant

investments in data security protection, we may not be sufficiently protected against such occurrences.

We also lack 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 material adverse consequences on our business and lead to financial loss.

We have established

certain processes for identifying, evaluating, and managing material risks from cybersecurity threats as a part of our overall technology

management strategy.

These processes are designed and reassessed on a periodic basis to help protect our technology assets and operations

from internal and external security threats.

As a blank check company, we have no operations and therefore do not have any operations of our own that face material cybersecurity threats.

However, we do depend on the digital technologies of third parties, including information systems, infrastructure and cloud applications and services, any sophisticated and deliberate attacks on, or security breaches in, systems or infrastructure or the cloud that we utilize, including those of third parties, could lead to corruption or misappropriation of our assets, proprietary information and sensitive or confidential data.

Because of our reliance on the technologies of third parties, we also depend upon the personnel and the processes of third parties to protect against cybersecurity threats, and we have no personnel or processes of our own for this purpose.

In the event of a cybersecurity incident impacting us, the management team will report to the board of directors and provide updates on the management team’s incident response plan for addressing and mitigating any risks associated with such an incident.

As an early-stage company without significant investments in data security protection, we may not be sufficiently protected against such occurrences.

We also lack 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 material adverse consequences on our business and lead to financial loss.

We have established certain processes for identifying, evaluating, and managing material risks from cybersecurity threats as a part of our overall technology management strategy.

These processes are designed and reassessed on a periodic basis to help protect our technology assets and operations from internal and external security threats.

Unregistered Sale of Equity Securities and Use of Proceeds.

Unregistered Sales of Equity Securities

On August 1, 2025, simultaneously

with the consummation of the closing of the Offering, the Company consummated the private placement of an aggregate of 200,000 units (the

“Private Units”) to MFH 1, LLC, the sponsor of the Company (the “Sponsor”), at a price of $10.00 per Private Unit,

generating total gross proceeds of $2,000,000 (the “Private Placement”).

No underwriting discounts or commissions were paid

with respect to such sale.

The issuance of the Private Placement Units was made pursuant to the exemption from registration contained

in Section 4(a)(2) of the Securities Act.

The private units will be

identical to the units sold in this offering except that, so long as they are held by our sponsor or its permitted transferees, the private

units (and the component securities, as well as any securities underlying those component securities) (i) are locked-up until the completion

of our initial business combination (ii) will be entitled to registration rights, (iii) the Class A ordinary shares included as a component

of the private units will not be entitled to redemption rights.

and (iv) with respect to private warrants comprising part of the private

units held by D.

Boral Capital and/or their designees, will not be exercisable more than five years from the commencement of sales in

this offering in accordance with FINRA Rule 5110(g)(8).

Use of Proceeds from the Public Offering

On August 1, 2025, the

Company consummated its Initial Public Offering of 25,000,000 units (the “Units” and, with respect to the Class A Ordinary

Shares included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $250,000,000

(the “Initial Public Offering”) and incurring offering costs of 3,582,634, consisting of $2,419,400 of the Representative

Shares and $1,163,634 of other offering costs.

On August 11, 2025,

the underwriters of the IPO notified the Company of their partial exercise of the over-allotment option and purchased 3,000,000 additional

units (the “Option Units”) at $10.00 per unit upon the closing of the over-allotment option, generating gross proceeds of

The over-allotment option closed on August 13, 2025.

As of the date hereof, the

underwriters have not yet exercised their option to purchase an additional 750,000 Option Units pursuant to the exercise of the over-allotment

The securities sold in the

Public Offering were registered under the Securities Act on the Company’s registration statement on Form S-1 (No.

SEC declared the registration statement effective on July 30, 2025.

Of the gross proceeds received

from the Initial Public Offering and a portion of the proceeds of the Private Units, $250,000,000 was placed in a Trust Account at the

closing on August 1, 2025.

We issued 1,000,000 of the Company’s Class A ordinary shares, par value $0.0001 per share, to designees

of the representative of the underwriters (the “representative shares”) at closing of the Initial Public Offering.

The underwriters

were not entitled to any cash underwriting fee at closing of the Initial Public Offering.

The underwriters will not be entitled to any

deferred underwriting fee upon closing of the Business Combination.