What changed in this filing

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Item 1. Business

2026-03-23 compared with 2025-03-28 · 115 added, 123 removed, 892 unchanged (21% of the section changed)

47 unchanged sentences

Placement Share, generating gross proceeds of $3,500,000.

Prior to the consummation of the Initial Public Offering, on March

23, 2021, the Sponsor paid an aggregate of $25,000 to cover certain offering and formation costs of the Company in consideration for 57,500,000

of Founder Shares.

On June 25, 2024, the Sponsor surrendered for no consideration 50,312,500 Founder Shares, resulting in the Sponsor

holding an aggregate of 7,187,500 Founder Shares.

The Founder Shares included an aggregate of up to 937,500 shares subject to forfeiture

by the Sponsor to the extent that the Over-Allotment Option was not exercised in full or in part.

In addition, the Sponsor agreed to surrender

to us for no consideration after the closing of the Initial Public Offering a number of Class B ordinary shares equal to the number of

Class A ordinary shares underlying the Eagle Share Rights included in the Units sold in the Initial Public Offering.

The Sponsor agreed

to surrender 1,250,000 Founder Shares in respect of the Eagle Share Rights if the Over-Allotment Option was not exercised and agreed

to surrender up to 1,437,500 Founder Shares in respect of the Eagle Share Rights if the underwriters’ Over-Allotment Option

was exercised in full, leaving the Sponsor with an aggregate of 5,000,000 or 5,750,000 Founder Shares, respectively, representing 16.67%

of our issued and outstanding ordinary shares immediately following the completion of the Initial Public Offering, after giving effect

to the surrender to us for no consideration after the closing of the Initial Public Offering a number of Class B ordinary shares equal

to the number of Class A ordinary shares underlying the Eagle Share Rights included in the Units sold in the Initial Public Offering and

excluding the issuance of the Private Placement Shares.

to the consummation of the Initial Public Offering, on March 23, 2021, the Sponsor paid an aggregate of $25,000 to cover certain offering

and formation costs of the Company in consideration for 57,500,000 of Founder Shares.

On June 25, 2024, the Sponsor surrendered for no

consideration 50,312,500 Founder Shares, resulting in the Sponsor holding an aggregate of 7,187,500 Founder Shares.

The Founder Shares

included an aggregate of up to 937,500 shares subject to forfeiture by the Sponsor to the extent that the Over-Allotment Option was not

exercised in full or in part.

In addition, the Sponsor agreed to surrender to us for no consideration after the closing of the Initial

Public Offering a number of Class B ordinary shares equal to the number of Class A ordinary shares underlying the Eagle Share Rights

included in the Units sold in the Initial Public Offering.

The Sponsor agreed to surrender 1,250,000 Founder Shares in respect of the

Eagle Share Rights if the Over-Allotment Option was not exercised and agreed to surrender up to 1,437,500 Founder Shares in respect

of the Eagle Share Rights if the underwriters’ Over-Allotment Option was exercised in full, leaving the Sponsor with an aggregate

of 5,000,000 or 5,750,000 Founder Shares, respectively, representing 16.67% of our issued and outstanding ordinary shares immediately

following the completion of the Initial Public Offering, after giving effect to the surrender to us for no consideration after the closing

of the Initial Public Offering a number of Class B ordinary shares equal to the number of Class A ordinary shares underlying the Eagle

Share Rights included in the Units sold in the Initial Public Offering and excluding the issuance of the Private Placement Shares.

underwriters had 45 days from the date of the Initial Public Offering to exercise the Over-Allotment Option.

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enter into a business combination with a target business that does not meet these criteria and guidelines.

That Can Benefit from Our Management Team’s Relationships and Experience .

efforts to identify a prospective initial business combination target will not be limited

to a particular industry, sector or geographic region.

Targets That Can

Benefit from Our Management Team’s Relationships and Experience .

Our efforts to identify a prospective initial business

combination target will not be limited to a particular industry, sector or geographic region.

While we may pursue an initial business

combination opportunity in any industry or sector, we intend to capitalize on the ability

of our management team to identify and combine with a business or businesses that can benefit

from our management team’s established global relationships and operating experience.

We believe the potential best use cases for SPACs are “special situations” involving

target companies, including consolidations, corporate carve-outs (from public or private

businesses), and global companies based internationally that are seeking sponsorship to access

combination opportunity in any industry or sector, we intend to capitalize on the ability of our management team to identify and

combine with a business or businesses that can benefit from our management team’s established global relationships and operating

We believe the potential best use cases for SPACs are “special situations” involving target companies, including

consolidations, corporate carve-outs (from public or private businesses), and global companies based internationally that are seeking

sponsorship to access the U.S.

equity capital markets.

We intend to target a combined company that has a pro forma

equity value of $3 billion or greater.

In connection with a business combination with a combined

company that has a pro forma equity value of $3 billion or greater, our Sponsor has agreed,

pursuant to a letter agreement, to restructure the Founder Shares, and any shares issuable

pursuant to the anti-dilution provisions in the Founder Shares, such that the fully vested

shares in the surviving company in such business combination held by our Sponsor immediately

upon the consummation of such business combination will represent approximately 1% of such

pro forma equity value of the pro forma combined company (not including any earnout or unvested

shares which may be issued, granted, held, converted or otherwise provided in connection

with the consummation of the business combination) to limit the Founder Shares’ dilutive

The foregoing represents the extent of the Sponsor’s commitment to restructure

such shares and because this agreement to restructure the Founder Shares is in the letter

agreement, as opposed to the anti-dilution adjustment which is in our amended and restated

memorandum and articles of association, it may be amended at any time without shareholder

Industries and Markets .

We will seek out opportunities in sectors and industries

that have experienced and continue to experience growth, as well as in faster-growing segments

of developed and emerging markets.

with Revenue and/or Earnings Growth Potential .

We will seek to acquire one or more

businesses that have multiple, diverse potential drivers of revenue and/or earnings growth.

with Potential for Free Cash Flow Generation .

We will seek to acquire one or more

businesses that have the potential to generate strong and stable free cash flow now or in

with Potential to Grow through Acquisition .

We will seek to acquire one or more businesses

that have the potential to grow inorganically through acquisitions of competitors in their

markets or expansion into adjacent markets.

We intend to target a combined company that has a pro forma equity value of

$3 billion or greater.

In connection with a business combination with a combined company that has a pro forma equity value of $3

billion or greater, our Sponsor has agreed, pursuant to a letter agreement, to restructure the Founder Shares, and any shares issuable

pursuant to the anti-dilution provisions in the Founder Shares, such that the fully vested shares in the surviving company in such

business combination held by our Sponsor immediately upon the consummation of such business combination will represent approximately

1% of such pro forma equity value of the pro forma combined company (not including any earnout or unvested shares which may be issued,

granted, held, converted or otherwise provided in connection with the consummation of the business combination) to limit the Founder

Shares’ dilutive impact.

The foregoing represents the extent of the Sponsor’s commitment to restructure such shares and

because this agreement to restructure the Founder Shares is in the letter agreement, as opposed to the anti-dilution adjustment which

is in our amended and restated memorandum and articles of association, it may be amended at any time without shareholder approval.

Growing Industries

and Markets .

We will seek out opportunities in sectors and industries that have experienced and continue to experience growth,

as well as in faster-growing segments of developed and emerging markets.

Business with Revenue

and/or Earnings Growth Potential .

We will seek to acquire one or more businesses that have multiple, diverse potential drivers

of revenue and/or earnings growth.

Companies with Potential

for Free Cash Flow Generation .

We will seek to acquire one or more businesses that have the potential to generate strong

and stable free cash flow now or in the future.

Companies with Potential

to Grow through Acquisition .

We will seek to acquire one or more businesses that have the potential to grow inorganically

through acquisitions of competitors in their markets or expansion into adjacent markets.

criteria are not intended to be exhaustive.

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diversification may:

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

us to depend on the marketing and sale of a single product or limited number of products

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.

Ability to Evaluate the Target’s Management Team

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Nasdaq’s listing rules, shareholder approval would be required for our initial business combination if, for example:

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);

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;

issuance or potential issuance of ordinary shares will result in our undergoing a change

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;

The issuance or potential

issuance of ordinary shares will result in our undergoing a change of control.

decision as to whether we will seek shareholder approval of a proposed business combination in those instances in which shareholder approval

63 unchanged sentences

in pertinent part, through adherence to the following:

registration statement/proxy statement filed for our business combination transaction would

disclose the possibility that our Sponsor, initial shareholders, directors, officers, advisors

and their affiliates may purchase public shares from public shareholders outside the redemption

process, along with the purpose of such purchases;

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;

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;

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;

would disclose in a Current Report on Form 8-K, before our security holder meeting to approve

the business combination transaction, the following material items:

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

purpose of the purchases by our Sponsor, initial shareholders, directors, officers, advisors

and their affiliates;

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;

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;

number of our securities for which we have received redemption requests pursuant to our redemption

registration statement/proxy statement filed for our business combination transaction would disclose the possibility that our Sponsor,

initial shareholders, directors, officers, advisors and their affiliates may purchase public shares from public shareholders outside

the redemption process, along with the purpose of such purchases;

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;

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;

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;

would disclose in a Current Report on Form 8-K, before our security holder meeting to approve the business combination transaction, the

following material items:

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;

purpose of the purchases by our Sponsor, initial shareholders, directors, officers, advisors and their affiliates;

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;

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;

number of our securities for which we have received redemption requests pursuant to our redemption offer.

Rights for Public Shareholders in Connection with the Completion of Our Initial Business Combination

47 unchanged sentences

pursuant to our amended and restated memorandum and articles of association:

the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the

Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender

offer rules, and

proxy materials with the SEC.

conduct the redemptions

in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies,

and not pursuant to the tender offer rules, and

file proxy materials with

the event that we seek shareholder approval of our initial business combination, we will distribute proxy materials and, in connection

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As a result, in addition to our initial shareholders’ Founder Shares and Private Placement Shares, we

would need 10,141,001, or 39.31%, of the 25,800,000 public shares included in the Units sold in the Initial Public Offering to be voted

in favor of an initial business combination in order to have our initial business combination approved (assuming all outstanding shares

are voted and the parties to the letter agreement do not acquire any public shares).

Assuming that only one-third of our issued and outstanding

ordinary shares, representing a quorum under our amended and restated memorandum and articles of association, are voted, we will not

need any public shares in addition to our Founder Shares and Private Placement Shares to be voted in favor of an initial business combination

in order to have an initial business combination approved.

However, if our initial business combination is structured as a statutory

merger or consolidation with another company under Cayman Islands law, the approval of our initial business combination will require

a special resolution passed by the affirmative vote of at least two-thirds of our ordinary shares which are represented in person or

by proxy and are voted at a general meeting of the company.

These quorum and voting thresholds, and the voting agreement of our Sponsor,

officers and directors, may make it more likely that we will consummate our initial business combination.

Each public shareholder may

elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or whether they do not

vote or abstain from voting on the proposed transaction, or whether they were a public shareholder on the record date for the general

meeting held to approve the proposed transaction.

would need 10,141,001, or 39.31%, of the 25,800,000 public shares included in the Units sold in the Initial Public Offering to be

voted in favor of an initial business combination in order to have our initial business combination approved (assuming all outstanding

shares are voted and the parties to the letter agreement do not acquire any public shares).

Assuming that only one-third of our issued

and outstanding ordinary shares, representing a quorum under our amended and restated memorandum and articles of association, are voted,

we will not need any public shares in addition to our Founder Shares and Private Placement Shares to be voted in favor of an initial

business combination in order to have an initial business combination approved.

However, if our initial business combination is structured

as a statutory merger or consolidation with another company under Cayman Islands law, the approval of our initial business combination

will require a special resolution passed by the affirmative vote of at least two-thirds of our ordinary shares which are represented

in person or by proxy and are voted at a general meeting of the company.

These quorum and voting thresholds, and the voting agreement

of our Sponsor, officers and directors, may make it more likely that we will consummate our initial business combination.

shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or whether

they do not vote or abstain from voting on the proposed transaction, or whether they were a public shareholder on the record date for

the general meeting held to approve the proposed transaction.

a shareholder vote is not required and we do not decide to hold a shareholder vote for business or other legal reasons, we will:

the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate

issuer tender offers, and

tender offer documents with the SEC prior to completing our initial business combination

which contain substantially the same financial and other information about the initial business

combination and the redemption rights as is required under Regulation 14A of the Exchange

Act, which regulates the solicitation of proxies.

conduct the redemptions

pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and

file tender offer documents

with the SEC prior to completing our initial business combination which contain substantially the same financial and other information

about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates

the solicitation of proxies.

the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days,

338 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business