Item 1A. Risk Factors
Item 1A. Risk Factors.
As a smaller reporting company under Rule 12b-2
of the Exchange Act, we are not required to include risk factors in this Report. However, as of the date of this Report, other than
as set forth below, there have been no material changes with respect to those risk factors previously disclosed in our final prospectus
related to the Initial Public Offering as filed with the SEC on November 4, 2025 (the “Final Prospectus”) or our Annual Report
on Form 10-K for the year ended December 31, 2025 as filed with the SEC on March 31, 2026 (the “2025 Form 10-K”). Any of the
previously disclosed risk factors could result in a significant or material adverse effect on our results of operations or financial condition.
Additional risk factors not presently known to us or that we currently deem immaterial may also affect our ability to consummate a Business
Combination. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings
with the SEC.
Our results of operations and our ability
to complete a Business Combination may be adversely affected by various factors, many of which are beyond our control.
Our results of operations and our ability to complete
a Business Combination may be adversely affected by various factors, many of which are beyond our control. Our results of operations and
our ability to consummate a Business Combination could be impacted by, among other things, changes in laws or regulations, downturns in
the financial markets or in economic conditions, fluctuations in interest rates, and geopolitical instability, such as the military conflicts
in Ukraine and the Middle East. We 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 our ability to complete a Business Combination.
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