What changed in this filing

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Item 1A. Risk Factors

2025-03-31 compared with 2023-08-14 · 194 added, 9 removed, 0 unchanged (100% of the section changed)

Factors that could cause our actual results to differ materially from those in this Quarterly Report on Form 10-Q include the risks described in our Annual Report on Form 10-K filed with the SEC on May 2, 2023 and our Quarterly Report on Form 10-Q filed with the SEC on June 2, 2023.

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

Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business or results of operations.

As of the date of this Quarterly Report, there have been no material changes to the risks disclosed in our Annual Report on Form 10-K filed with the SEC on May 2, 2023 or Quarterly Report on Form 10-Q filed with the SEC on June 2, 2023.

Unregistered Sales of Equity Securities and Use of Proceeds

There were no unregistered sales of our equity securities during the period covered by this Quarterly Report which were not previously reported in a Current Report on Form 8-K.

Defaults Upon Senior Securities

Mine Safety Disclosures

Not applicable.

Factors that could cause our actual results to differ materially from

those in this Quarterly Report on Form 10-Q include the risks described in our Annual Report on Form 10-K filed with the SEC on May 2,

2023 and our Quarterly Report on Form 10-Q filed with the SEC on June 2, 2023.

Any of these factors could result in a significant or material

adverse effect on our business, financial condition or future results.

Additional risks and uncertainties not presently known to us or

that we currently deem immaterial may also impair our business or results of operations.

The Company’s securities have been

delisted from the New York Stock Exchange.

On February 12, 2024, the

New York Stock Exchange (“NYSE”) issued a press release stating that it had determined that the Company was not in compliance

with Section 802.01B and 102.06e of the NYSE Listed Company Manual (the “LCM”) because the Company failed to consummate a

business combination within the shorter of (i) the time period specified by its constitutive documents or by contract or (ii) three years.

As such, the NYSE had determined to commence proceedings to delist from the NYSE the Company’s Class A ordinary shares and units.

Trading of the Company’s securities was suspended effective as of approximately 9:30 a.m.

Eastern Time on February 12, 2024 and

the NYSE filed a Form 25 on February 27, 2024.

We and the holders of our

securities could be materially adversely impacted due to our securities being delisted from NYSE due to non-compliance with the above

In particular:

● the price of our securities will likely decrease as a result of

the loss of market efficiencies associated with NYSE;

● holders may be unable to sell or purchase our securities

when they wish to do so;

● we may become subject to shareholder litigation;

● we may lose the interest of institutional investors in our

● we may lose media and analyst coverage;

● we would likely lose any active trading market for our securities,

as our securities may then only be traded on one of the over-the-counter markets, if at all.

Due to the Company not timely filing its

Quarterly Report on Form 10-Q for the quarters ended September 30, 2023 and March 31, 2024, June 30, 2024 and September 30, 2024 and its

Annual Report on Form 10-K for the year ended December 31, 2023, the Company is not current in its SEC reporting obligations, which may

result in any investment in our securities involving a greater degree of risk.

The Company filed a Notification

of Late Filing on Form 12b-25 with the SEC on November 14, 2023 (the “Form 12b-25”) reporting that it required additional

time to complete the Form 10-Q.

Additionally, the Company filed a Notification of Late Filing on Form 12b-25 with the SEC on April 3,

2024 reporting that it acquired additional time to complete the Form 10-K.

Although the Company has dedicated significant resources to

the completion of finalizing its consolidated financial statements and related disclosures for inclusion in the Form 10-Q and Form 10-K,

the Company was unable to file the Form 10-Q prior to the extension periods provided by the respective Notifications of Late Filing.

time is needed by the Company to complete its review of the financial statements included in the Form 10-Q and Form 10-K in order to ensure

a complete, accurate Form 10-Q and Form 10-K.

The Company is working diligently to ensure accurate disclosures are made in the Form 10-Q

and Form 10-K and is working to file both reports as promptly as practicable.

As a result of the Company not being current in

its SEC reporting obligations, investors need to evaluate certain decisions with respect to our securities in light of a lack of current

financial information.

Accordingly, any investment in our securities could involve a greater degree of risk, and such lack of current

public information may have an adverse impact on investor confidence.

Changes to laws or regulations or in how

such laws or regulations are interpreted or applied, or a failure to comply with any laws, regulations, may adversely affect our business,

including our ability to negotiate and complete our initial business combination and results of operations.

We are subject to laws and

regulations, and interpretations and applications of such laws and regulations, of national, regional, state and local governments and

applicable non-U.S.

jurisdictions.

In particular, we are required to comply with certain SEC and potentially other legal and regulatory

requirements, and our consummation of an initial business combination may be contingent upon our ability to comply with certain laws,

regulations, interpretations and applications and any post-business combination company may be subject to additional laws, regulations,

interpretations and applications.

Compliance with, and monitoring of, the foregoing may be difficult, time consuming and costly.

laws and regulations and their interpretation and application may also change from time to time, and those changes could have a material

adverse effect on our business, including our ability to negotiate and complete an initial business combination.

A failure to comply with

applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability

to negotiate and complete our initial business combination.

On January 24, 2024, the SEC

issued final rules (the “2024 SPAC Rules”), which became effective on July 1, 2024, that formally adopted some of the SEC’s

proposed rules for SPACs that were released on March 30, 2022.

The 2024 SPAC Rules, among other items, impose additional disclosure requirements

in business combination transactions involving SPACs and private operating companies;

amend the financial statement requirements applicable

to business combination transactions involving such companies;

update and expand guidance regarding the general use of projections in

SEC filings, as well as when projections are disclosed in connection with proposed business combination transactions;

increase the potential

liability of certain participants in proposed business combination transactions;

and could impact the extent to which SPACs could become

subject to regulation under the Investment Company Act of 1940.

The 2024 SPAC Rules may materially adversely affect our business, including

our ability to negotiate and complete, and the costs associated with, our initial business combination, and results of operations.

In the adopting release for

the 2024 SPAC Rules, the SEC provided guidance that a SPAC’s potential status as an “investment company” depends on

a variety of factors, such as a SPAC’s duration, asset composition, business purpose and activities and “is a question of

facts and circumstances” requiring individualized analysis.

If our facts and circumstances change over time, we will update our

disclosure in future filings with the SEC to reflect how those changes impact the risk that we may be considered to be operating as an

unregistered investment company.

If we were deemed to be an unregistered investment

company and subject to compliance with and regulation under the Investment Company Act, we would be subject to additional regulatory burdens

and expenses for which we have not allotted funds.

Unless we are able to modify our activities so that we would not be deemed an investment

company, we would either register as an investment company or wind-down and abandon our efforts to complete a business combination and

instead liquidate the trust account.

As a result, our public shareholders may only receive their pro rata portion of the funds in the

trust account that are available for distribution to public shareholders and would be unable to realize the potential benefits of an initial

business combination, including the possible appreciation of the combined company’s securities, and our warrants would expire worthless.

Members of our management team and our board

may have been, and may in the future be, involved in civil disputes or governmental investigations unrelated to our business.

Members of our management

team and our board have been (and intend to be) involved in a wide variety of businesses.

Such involvement has, and may lead to, media

coverage and public awareness.

As a result, members of our management team and our board may have been, and may in the future be, involved

in civil disputes or governmental investigations unrelated to our business.

Any such claims or investigations may be detrimental to our

reputation and could negatively affect our ability to identify and complete an initial business combination and may have an adverse effect

on the price of our securities.

Economic substance legislation of the Cayman

Islands may adversely impact us or our operations.

The Cayman Islands, together

with several other non-European Union jurisdictions, have introduced legislation aimed at addressing concerns raised by the Organisation

for Economic Co-operation and Development’s (OECD) Base Erosion and Profit Shifting (BEPS) initiative as to offshore structures

engaged in certain activities which attract profits without real economic activity.

The International Tax Co-operation (Economic Substance)

Act, (As Revised) (the “Economic Substance Act”) contains economic substance requirements for in-scope Cayman Islands entities

which are engaged in certain “relevant activities”.

As we are a Cayman Islands company, our compliance obligations will include

filing an annual notification, which need to state whether we are carrying out any relevant activities and if so, whether we have satisfied

economic substance tests to the extent required under the Economic Substance Act.

If the Cayman Islands Tax Information Authority determines

that the Company or any of its Cayman Islands subsidiaries has failed to meet the requirements imposed by the Economic Substance Act the

Company may face significant financial penalties, restriction on the regulation of its business activities and/or may be struck off as

a registered entity in the Cayman Islands.

As it is still a relatively

new regime, it is anticipated that the Economic Substance Act and associated guidance will evolve and may be subject to further clarification

and amendments.

We may need to allocate additional resources to keep updated with these development, and may have to make changes to

our operations in order to comply with all requirements under the Economic Substance Act.

Failure to satisfy these requirements may subject

us to penalties under the Economic Substance Act.

Anti-money laundering legislation, regulations

and guidance and sanctions legislation may require us to adopt and maintain costly compliance procedures and may adversely impact us or

our financial results.

In order to comply with legislation,

regulations and guidance aimed at the prevention of money laundering, terrorist financing and proliferation financing, and sanctions legislation

the Company may be required to adopt and maintain anti-money laundering procedures, and may require subscribers and their beneficial owners,

controllers or authorized persons (where applicable) (“Related Persons”) to provide evidence to verify their identity.

permitted, and subject to certain conditions, the Company may also rely on, or delegate to, a suitable person the maintenance of our anti-money

laundering procedures (including the acquisition of due diligence information).

The Company reserves the right to request such

information as is necessary to verify the identity of a subscriber or their Related Persons.

In the event of delay or failure on the part

of the subscriber in producing any information required for verification purposes, we may refuse to accept the application, in which case

any funds received will be returned without interest to the account from which they were originally debited.

The Company also reserves the right to refuse

to make any redemption payment to a shareholder if directors or officers suspect or are advised that the payment of redemption proceeds

to such shareholder might result in a breach of applicable anti-money laundering, sanctions or other laws or regulations by any person

in any relevant jurisdiction, or if such refusal is considered necessary or appropriate to ensure compliance with any such laws or regulations

in any applicable jurisdiction.

If any person in the Cayman Islands knows or suspects,

or has reasonable grounds for knowing or suspecting that another person is engaged in criminal conduct or money laundering, or is involved

with terrorism or terrorist financing and property, and the information for that knowledge or suspicion came to their attention in the

course of business in the regulated sector, or other trade, profession, business or employment, the person will be required to report

such knowledge or suspicion to (i) the Financial Reporting Authority of the Cayman Islands (“FRA”), pursuant to the Proceeds

of Crime Act (As Revised) of the Cayman Islands, if the disclosure relates to criminal conduct or money laundering, or (ii) a police officer

of the rank of constable or higher, or the FRA, pursuant to the Terrorism Act (As Revised) of the Cayman Islands, if the disclosure relates

to involvement with terrorism or terrorist financing and property.

We may be a passive foreign investment

company, or “PFIC” or a controlled foreign corporation, or “CFC,” which could result in adverse United States

federal income tax consequences to U.S.

If we are a PFIC for any taxable year (or portion

thereof) that is included in the holding period of a U.S.

Holder of our Class A ordinary shares or warrants, the U.S.

Holder may be subject

to adverse United States federal income tax consequences and may be subject to additional reporting requirements.

Our PFIC status with

respect to a U.S.

Holder for our current and subsequent taxable years may depend on whether our business combination is completed during

our current taxable year, and the timing and structure of the business combination, the details of which currently are unknown.

there can be no assurances with respect to our status as a PFIC with respect to a U.S.

Holder for our current taxable year or any subsequent

taxable year.

Our actual PFIC status for any taxable year, moreover, will not be determinable until after the end of such taxable year.

In addition, if we are treated as a CFC for any taxable year, any U.S.

Holder that owns 10% or more (by vote or value) of the equity of

the Company for United States federal income tax purposes would be subject to the United States federal income tax rules regarding CFCs

rather than the rules regarding PFICs, which also may subject such U.S.

Holder to adverse United States federal income tax consequences

and reporting requirements.

Our CFC status with respect to a U.S.

Holder for our current and subsequent taxable years may depend on whether

our business combination is completed during our current taxable year, and the timing and the structure of the business combination, the

details of which are currently unknown.

If we determine we are a PFIC for any taxable

year (of which there can be no assurance), we will endeavor to provide to a U.S.

Holder such information as the Internal Revenue Service

(“IRS”) may require, including a PFIC annual information statement, in order to enable the U.S.

Holder to make and maintain

a “qualified electing fund” election, but there can be no assurance that we will timely provide such required information,

and such election would be unavailable with respect to our warrants in all cases.

Holders to consult their own tax advisors

regarding the possible application of the PFIC and CFC rules.

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-Q

Item 1A. Risk Factors