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Item 1A. Risk Factors

2026-03-23 compared with 2025-03-28 · 298 added, 230 removed, 1837 unchanged (22% of the section changed)

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Factor Summary

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.

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.

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.

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.

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.

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.

requirement that we complete our initial business combination within the completion window may give potential target businesses leverage

over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business

combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial

business combination on terms that would produce value for our shareholders.

we seek shareholder approval of our initial business combination, our Sponsor, initial shareholders, directors, officers, advisors and

their affiliates may elect to purchase shares from public shareholders, which may influence a vote on a proposed business combination

and reduce the public “float” of our Class A ordinary shares.

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.

will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances.

Therefore, to liquidate

your investment, you may be forced to sell your public shares or Eagle Share Rights, potentially at a loss.

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.

will not be entitled to protections normally afforded to investors of many other blank check companies.

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.

We are a blank check company

with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.

Our public shareholders

may not be afforded an opportunity to vote on our proposed initial business combination, and even if we hold a vote, holders of our

Founder Shares will participate in such vote, which means we may complete our initial business combination even though a majority

of our public shareholders do not support such a combination.

Your only opportunity to

effect your investment decision regarding a potential business combination may be limited to the exercise of your right to redeem

your shares from us for cash.

If we seek shareholder

approval of our initial business combination, our initial shareholders and management team have agreed to vote in favor of such initial

business combination, regardless of how our public shareholders vote.

The ability of our public

shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets,

which may make it difficult for us to enter into a business combination with a target.

The ability of our public

shareholders to exercise redemption rights with respect to a large number of our shares and the amount of deferred underwriting compensation

may not allow us to complete the most desirable business combination or optimize our capital structure, and may substantially dilute

your investment in us.

The requirement that we

complete our initial business combination within the completion window may give potential target businesses leverage over us in negotiating

a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets,

in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination

on terms that would produce value for our shareholders.

If we seek shareholder

approval of our initial business combination, our Sponsor, initial shareholders, directors, officers, advisors and their affiliates

may elect to purchase shares from public shareholders, which may influence a vote on a proposed business combination and reduce the

public “float” of our Class A ordinary shares.

If a shareholder fails

to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply

with the procedures for submitting or tendering its shares, such shares may not be redeemed.

You will not have any rights

or interests in funds from the Trust Account, except under certain limited circumstances.

Therefore, to liquidate your investment,

you may be forced to sell your public shares or Eagle Share Rights, potentially at a loss.

Nasdaq may delist our securities

from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to

additional trading restrictions.

You will not be entitled

to protections normally afforded to investors of many other blank check companies.

Because of our limited

resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our

initial business combination.

If we have not completed our initial business combination within the completion window, our public

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shareholders.

the net proceeds of the Initial Public Offering and the sale of the Private Placement Shares not being held in the Trust Account are

insufficient to allow us to operate for at least the duration of the completion window, it could limit the amount available to fund our

search for a target business or businesses and complete our initial business combination, and we will depend on loans from our Sponsor,

its affiliates or our management team to fund our search and to complete our initial business combination.

performance by our management team or their respective affiliates may not be indicative of future performance of an investment in us.

nominal purchase price paid by our Sponsor for the Founder Shares may result in significant dilution to the implied value of your public

shares upon the consummation of our initial business combination.

some other similarly structured special purpose acquisition companies, our initial shareholders will receive additional Class A ordinary

shares if we issue certain shares to consummate an initial business combination.

may be a passive foreign investment company, or “PFIC,” which could result in adverse United States federal income tax consequences

may reincorporate in another jurisdiction, which may result in taxes imposed on shareholders.

initial business combination and our structure thereafter may not be tax-efficient to our shareholders.

As a result of our business combination,

our tax obligations may be more complex, burdensome and uncertain.

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.

If the net proceeds of

the Initial Public Offering and the sale of the Private Placement Shares not being held in the Trust Account are insufficient to

allow us to operate for at least the duration of the completion window, it could limit the amount available to fund our search for

a target business or businesses and complete our initial business combination, and we will depend on loans from our Sponsor, its

affiliates or our management team to fund our search and to complete our initial business combination.

Past performance by our

management team or their respective affiliates may not be indicative of future performance of an investment in us.

The nominal purchase price

paid by our Sponsor for the Founder Shares may result in significant dilution to the implied value of your public shares upon the

consummation of our initial business combination.

Unlike some other similarly

structured special purpose acquisition companies, our initial shareholders will receive additional Class A ordinary shares if we

issue certain shares to consummate an initial business combination.

We may be a passive foreign

investment company, or “PFIC,” which could result in adverse United States federal income tax consequences to U.S.

We may reincorporate in

another jurisdiction, which may result in taxes imposed on shareholders.

Our initial business combination

and our structure thereafter may not be tax-efficient to our shareholders.

As a result of our business combination, our tax obligations

may be more complex, burdensome and uncertain.

Because we are incorporated

under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your rights

through the U.S.

Federal courts may be limited.

recent years, the number of special purpose acquisition companies that have been formed has increased substantially, potentially resulting

in more competition for attractive targets.

This could increase the cost of our initial business combination and could even result in

our inability to find a target or to consummate an initial business combination.

In recent years, the number

of special purpose acquisition companies that have been formed has increased substantially, potentially resulting in more competition

for attractive targets.

This could increase the cost of our initial business combination and could even result in our inability to

find a target or to consummate an initial business combination.

in international trade policies, tariffs and treaties affecting imports and exports may have

a material adverse effect on our ability to find a target or to consummate an initial business

● There is a substantial doubt about our ability to continue as a going concern.

Relating to Our Search for, and Consummation of or Inability to Consummate, A Business Combination

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favor of such initial business combination, regardless of how our public shareholders vote.

Our initial shareholders own 17.62% of our issued and outstanding ordinary

shares as of the date of this Form 10-K .

Our initial shareholders and management team also may from time to time purchase Class A

ordinary shares prior to our initial business combination.

Our amended and restated memorandum and articles of association provide that,

if we seek shareholder approval of an initial business combination, such initial business combination will be approved if we receive an

ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of our ordinary shares which are represented

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

As a result, in addition to our

initial shareholders’ Founder Shares and Private Placement Shares, we would need 10,141,001, or 39.31%, of the 25,800,000 public

shares included in the Units sold in the Initial Public Offering to be voted in favor of an initial business combination in order to have

our initial business combination approved.

Assuming that only one-third of our issued and outstanding ordinary shares, representing a

quorum under our amended and restated memorandum and articles of association, are voted, we will not need any public shares in addition

to our Founder Shares and Private Placement Shares to be voted in favor of an initial business combination in order to have an initial

business combination approved.

However, if our initial business combination is structured as a statutory merger or consolidation with

another company under Cayman Islands law, the approval of our initial business combination will require a special resolution passed by

the affirmative vote of at least two-thirds of our ordinary shares which are represented in person or by proxy and are voted at a general

meeting of the company.

Accordingly, if we seek shareholder approval of our initial business combination, the agreement by our initial

shareholders and management team to vote in favor of our initial business combination will increase the likelihood that we will receive

an ordinary resolution, being the requisite shareholder approval for such initial business combination.

initial shareholders own 17.62% of our issued and outstanding ordinary shares as of the date of this Form 10-K.

Our initial shareholders

and management team also may from time to time purchase Class A ordinary shares prior to our initial business combination.

and restated memorandum and articles of association provide that, if we seek shareholder approval of an initial business combination,

such initial business combination will be approved if we receive an ordinary resolution under Cayman Islands law, which requires the

affirmative vote of a majority of our ordinary shares which are represented in person or by proxy and are voted at a general meeting

of the company, including the Founder Shares.

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

Placement Shares, we would need 10,141,001, or 39.31%, of the 25,800,000 public shares included in the Units sold in the Initial

Public Offering to be voted in favor of an initial business combination in order to have our initial business combination approved.

that only one-third of our issued and outstanding ordinary shares, representing a quorum under our amended and restated memorandum and

articles of association, are voted, we will not need any public shares in addition to our Founder Shares and Private Placement Shares

to be voted in favor of an initial business combination in order to have an initial business combination approved.

However, if our initial

business combination is structured as a statutory merger or consolidation with another company under Cayman Islands law, the approval

of our initial business combination will require a special resolution passed by the affirmative vote of at least two-thirds of our ordinary

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

Accordingly, if we seek shareholder

approval of our initial business combination, the agreement by our initial shareholders and management team to vote in favor of our initial

business combination will increase the likelihood that we will receive an ordinary resolution, being the requisite shareholder approval

for such initial business combination.

only opportunity to effect your investment decision regarding a potential business combination may be limited to the exercise of your

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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.

a shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or

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we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including:

● restrictions

on the nature of our investments;

● 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,

● registration

as an investment company;

of a specific form of corporate structure;

record keeping, voting, proxy and disclosure requirements and other rules and regulations.

restrictions on the nature

of our investments;

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

adoption of a specific

form of corporate structure;

reporting, record keeping,

voting, proxy and disclosure requirements and other rules and regulations.

order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must

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value $0.0001 per share.

There are 373,842,000 and 74,840,000 authorized but unissued Class A ordinary shares and Class B ordinary

shares, respectively, available for issuance which amount does not take into account shares issuable upon conversion of the Class B

ordinary shares.

The Class B ordinary shares are automatically convertible into Class A ordinary shares immediately prior to,

concurrently with or immediately following the consummation of our initial business combination or earlier at the option of the holder,

initially at a one-for-one ratio but subject to adjustment as set forth herein and in our amended and restated memorandum and articles

of association, including in certain circumstances in which we issue Class A ordinary shares or equity-linked securities related

to our initial business combination.

There are 373,842,000 and 74,840,000 authorized but unissued Class A ordinary shares and Class B

ordinary shares, respectively, available for issuance which amount does not take into account shares issuable upon conversion of the

Class B ordinary shares.

The Class B ordinary shares are automatically convertible into Class A ordinary shares immediately

prior to, concurrently with or immediately following the consummation of our initial business combination or earlier at the option of

the holder, initially at a one-for-one ratio but subject to adjustment as set forth herein and in our amended and restated memorandum

and articles of association, including in certain circumstances in which we issue Class A ordinary shares or equity-linked securities

related to our initial business combination.

There are no preference shares issued and outstanding.

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The issuance of additional ordinary or preference shares:

significantly dilute the equity interest of our public shareholders, which dilution would

increase if the anti-dilution provisions in the Class B ordinary shares resulted in

the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion

of the Class B ordinary shares;

subordinate the rights of holders of Class A ordinary shares if preference shares are

issued with rights senior to those afforded our Class A ordinary shares;

cause a change in control if a substantial number of Class A ordinary shares are issued,

which may affect, among other things, our ability to use our net operating loss carry forwards,

if any, and could result in the resignation or removal of our present officers and directors;

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;

adversely affect prevailing market prices for our Units, Class A ordinary shares and/or

Eagle Share Rights.

may significantly dilute

the equity interest of our public shareholders, which dilution would increase if the anti-dilution provisions in the Class B

ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the

Class B ordinary shares;

may subordinate the rights

of holders of Class A ordinary shares if preference shares are issued with rights senior to those afforded our Class A

ordinary shares;

could cause a change in

control if a substantial number of Class A ordinary shares are issued, which may affect, among other things, our ability to

use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;

may have the effect of

delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control

may adversely affect prevailing

market prices for our Units, Class A ordinary shares and/or Eagle Share Rights.

potential dilutive issuances of securities are likely to increase as the pro forma equity value of a prospective combined company increases,

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effects, including:

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;

immediate payment of all principal and accrued interest, if any, if the debt security is

payable on demand;

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;

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;

vulnerability to adverse changes in general economic, industry and competitive conditions

and adverse changes in government regulation;

● limitations

on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions,

debt service requirements, execution of our strategy and other purposes and other disadvantages

compared to our competitors who have less debt.

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;

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.

may only be able to complete one business combination with the proceeds of the Initial Public Offering and the sale of the Private Placement

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Accordingly, the prospects for our success

dependent upon the performance of a single business, property or asset, or

upon the development or market acceptance of a single or limited number of products, processes

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.

lack of diversification may subject us to numerous economic, competitive and regulatory risks, any or all of which may have a substantial

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memorandum and articles of association and/or trust agreement and will have the discretion to vote in any manner they choose.

result, we may be able to amend the provisions of our amended and restated memorandum and articles of association which govern our pre-business

we may be able to amend the provisions of our amended and restated memorandum and articles of association which govern our pre-business

combination behavior more easily than some other special purpose acquisition companies, and this may increase our ability to complete

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as a result of increased market volatility, decreased market liquidity and third-party financing being unavailable on terms acceptable

in international trade policies, tariffs and treaties affecting imports and exports may have a material adverse effect on our search

for an initial Business Combination target, our ability to complete an initial Business Combination, and/or our business, financial condition

and results of operations following completion of an initial Business Combination.

have recently been significant changes to international trade policies and tariffs affecting imports and exports.

has implemented

a range of new tariffs and increases to existing tariffs, and, in response to the tariffs announced by the U.S., other countries have

imposed new or increased tariffs on certain exports from the United States.

There is currently significant uncertainty about the future

relationship between the United States and other countries with respect to trade policies, government regulations and tariffs.

predict whether, and to what extent, current tariffs will continue or trade policies will change in the future.

Any significant increases

in tariffs on goods or materials or other changes in trade policy, or the perception that such changes could occur, could negatively

affect our search for a Business Combination target and/or our ability to complete our initial Business Combination.

For example, if

we pursue a target company which sources or manufactures material components outside of the U.S., these changes could materially impact

such target company’s business and financial performance.

Similarly, if we pursue a target company which exports products outside of

the U.S., retaliatory tariff and trade measures imposed by other countries could affect such target’s ability to export products and

therefore adversely affect its sales.

We may not be able to adequately address the risks presented by these tariffs or other potential

trade policy changes.

As a result, we may deem it costly, impractical or risky to complete an initial Business Combination with a particular

target or with a target in a particular industry or from a particular country.

Consequently, the pool of potential target companies may

be reduced, which could impair our ability to identify a suitable target and to complete an initial Business Combination.

prospects of a particular target for a Business Combination could change even after we enter into a business combination agreement, as

a result of tariffs or the threat of tariffs that may have a material impact on that target’s business.

Accordingly, changes in trade

and tariff policies could prevent or make it difficult or more expensive for us to complete an initial Business Combination.

and threats of tariffs and other potential trade policy changes could also lead to material adverse effects on a post-Business Combination

Relating to The Post-Business Combination Company

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with companies operating in an international setting, including any of the following:

and difficulties inherent in managing cross-border business operations;

and regulations regarding currency redemption;

corporate withholding taxes on individuals;

governing the manner in which future business combinations may be effected;

listing and/or delisting requirements;

and trade barriers;

● regulations

related to customs and import/export matters;

or regional economic policies and market conditions;

changes in regulatory requirements;

in managing and staffing international operations;

payment cycles;

issues, such as tax law changes and variations in tax laws as compared to the United States;

fluctuations and exchange controls;

of inflation;

in collecting accounts receivable;

and language differences;

● underdeveloped

or unpredictable legal or regulatory systems;

● corruption;

of intellectual property;

unrest, crime, strikes, riots and civil disturbances;

changes and political upheaval;

attacks, natural disasters, widespread health emergencies and wars;

● deterioration

of political relations with the United States.

costs and difficulties

inherent in managing cross-border business 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 United States;

currency fluctuations and

exchange controls;

rates of inflation;

challenges in collecting

accounts receivable;

cultural and language differences;

employment regulations;

underdeveloped or unpredictable

legal or regulatory systems;

protection of intellectual

social unrest, crime, strikes,

riots and civil disturbances;

regime changes and political

terrorist attacks, natural

disasters, widespread health emergencies and wars;

deterioration of political

relations with the United States.

may not be able to adequately address these additional risks.

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adverse consequences, including:

limited availability of market quotations for our securities;

liquidity for our securities;

determination that our Class A ordinary shares are a “penny stock” which

will require brokers trading in our Class A 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;

limited amount of news and analyst coverage;

decreased ability to issue additional securities or obtain additional financing in the future.

a limited availability

of market quotations for our securities;

reduced liquidity for our

a determination that our

Class A ordinary shares are a “penny stock” which will require brokers trading in our Class A 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;

a decreased ability to

issue additional securities or obtain additional financing in the future.

National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating

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shares to materially decline.

While we offered our Units at an offering price of $10.00 per Unit

and the amount in our Trust Account was initially $10.00 per public share, implying an initial value of $10.00 per public share, our Sponsor

paid only a nominal aggregate purchase price of $25,000 for the Founder Shares, or approximately $0.01 per share.

As a result, the value

of your public shares may be significantly diluted in the event we consummate an initial business combination.

For example, the following

table shows the public shareholders’ and Sponsor’s investment per share and how that compares to the implied value of one

of our shares upon the consummation of our initial business combination if at that time we were valued at $258,000,000, which is the amount

we would have for our initial business combination in the Trust Account assuming no interest is earned on the funds held in the Trust

Account and no public shares are redeemed in connection with our initial business combination.

At such valuation, each of our ordinary

shares would have an implied value of $8.24 per share, which is a 17.6% decrease as compared to the initial implied value per public share

we offered our Units at an offering price of $10.00 per Unit and the amount in our Trust Account was initially $10.00 per public share,

implying an initial value of $10.00 per public share, our Sponsor paid only a nominal aggregate purchase price of $25,000 for the Founder

Shares, or approximately $0.01 per share.

As a result, the value of your public shares may be significantly diluted in the event we consummate

an initial business combination.

For example, the following table shows the public shareholders’ and Sponsor’s investment

per share and how that compares to the implied value of one of our shares upon the consummation of our initial business combination if

at that time we were valued at $258,000,000, which is the amount we would have for our initial business combination in the Trust Account

assuming no interest is earned on the funds held in the Trust Account and no public shares are redeemed in connection with our initial

business combination.

At such valuation, each of our ordinary shares would have an implied value of $8.24 per share, which is a 17.6%

decrease as compared to the initial implied value per public share of $10.00.

Public shares

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Sponsor’s investment per share (4)

not take into account other potential impacts on our valuation at the time of the business

combination, such as the trading price of our public shares, the terms of the business combination

transaction (including any equity issued to or retained by, or cash or other consideration

paid to, the target’s shareholder or other third parties), the business combination

transaction costs (including payment of $9,030,000 of deferred underwriting commissions),

or the target’s business itself, including its assets, liabilities, management and

For instance, the potential dilution experienced by holders of our ordinary shares

may be mitigated if the business combination agreement is structured such that the potential

dilutive impact of the Founder Shares is borne by all shareholders in the pro forma company.

that redemptions of our public shares in connection with our initial business combination

would further reduce the implied value of our ordinary shares.

For instance, in this example,

if 50% of the public shares were redeemed in connection with our initial business combination,

the implied value per ordinary share would be $7.00.

the public shareholders’ investment is in both the public shares and the Eagle Share

Rights, for purposes of this table the full investment amount is ascribed to the public shares

Sponsor’s total investment in the equity of the company, inclusive of the Founder Shares

and the Sponsor’s $3,580,000 investment in the Private Placement Shares, is $3,605,000.

Does not take into account

other potential impacts on our valuation at the time of the business combination, such as the trading price of our public shares,

the terms of the business combination transaction (including any equity issued to or retained by, or cash or other consideration

paid to, the target’s shareholder or other third parties), the business combination transaction costs (including payment of

$9,030,000 of deferred underwriting commissions), or the target’s business itself, including its assets, liabilities, management

and prospects.

For instance, the potential dilution experienced by holders of our ordinary shares may be mitigated if the business

combination agreement is structured such that the potential dilutive impact of the Founder Shares is borne by all shareholders in

the pro forma company.

Note that redemptions of

our public shares in connection with our initial business combination would further reduce the implied value of our ordinary shares.

For instance, in this example, if 50% of the public shares were redeemed in connection with our initial business combination, the

implied value per ordinary share would be $7.00.

While the public shareholders’

investment is in both the public shares and the Eagle Share Rights, for purposes of this table the full investment amount is ascribed

to the public shares only.

The Sponsor’s total

investment in the equity of the company, inclusive of the Founder Shares and the Sponsor’s $3,580,000 investment in the Private

Placement Shares, is $3,605,000.

the implied value of our public shares may be diluted, the implied value of $8.24 per share in the example above would represent a significant

345 unchanged sentences

with resolving the dispute in other jurisdictions, which could have adverse effect on our business and financial performance.

Unresolved Staff Comments

currently sub-lease our executive offices at 955 Fifth Avenue, New York, NY 10075 from Eagle Equity Partners, LLC, an entity affiliated

with our Sponsor and the members of our management team.

We consider our current office space adequate for our current operations.

Legal Proceedings

are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against

us or any of our officers or directors in their corporate capacity.

Safety Disclosures

is substantial doubt about our ability to continue as a “going concern.”

Company is a special purpose acquisition company and must complete its initial Business Combination by October 25, 2026.

Company plans to complete its initial Business Combination before such date, there can be no assurance that the Company will be able

to do so by such date.

In connection with the Company’s assessment of going concern considerations in accordance with Financial

Accounting Standards Board (“FASB”) Accounting Standards Update (“ASC”) 2014-15, “Disclosures of Uncertainties

about an Entity’s Ability to Continue as a Going Concern,” management has determined that because such mandatory liquidation

date is less than 12 months away, there is substantial doubt that the Company will operate as a going concern.

No adjustments have been

made to the carrying amounts of assets or liabilities should the Company be required to liquidate after October 25, 2026.

plans to consummate a Business Combination prior to October 25, 2026;

however, there can be no assurance that one will be completed

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 1A. Risk Factors