Item 1A. Risk Factors
Item 1A. Risk Factors
There have been no material changes to our risk factors as disclosed in our final prospectus for the Initial Public Offering, in our Annual Report on Form 10-K
for the year ended December 31, 2024, filed with the SEC on March 31, 2025, in our Quarterly Report on Form 10-Q
for quarter ended March 31, 2025, filed with the SEC on May 13, 2025 and in our Quarterly Report on Form 10-Q
for the quarter ended June 30, 2025, filed with the SEC on August 13, 2025, except as set forth below:
Delays in the government budget process or a government shutdown may materially adversely affect the Company’s ability to complete its initial Business Combination, including the PlusAI Business Combination, or the operations of the post-closing company following the PlusAI Business Combination.
Each year, the U.S. Congress must pass all spending bills in the federal budget. If any such spending bill is not timely passed, a government shutdown will close many federally run operations, which includes those of the SEC, and halt work for federal employees unless they are considered essential. If a government shutdown occurs (which it has since October 1, 2025), and the SEC remains closed for a prolonged period of time, the Company may not be able to complete its initial Business Combination, including the PlusAI Business Combination, particularly if the SEC is unable to timely review the Company’s filings, or those of a target business or other entity that relate to the Company’s initial Business Combination, or to declare such filings effective to the extent required or as may be applicable. Additionally, following consummation of the Company’s initial Business Combination, including the PlusAI Business Combination, the post-closing company’s operations or its ability to raise additional capital to support its operations could be materially adversely affected by any prolonged government shutdown.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.