What changed in this filing

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Item 1A. Risk Factors

2025-10-21 compared with 2025-03-31 · 101 added, 110 removed, 84 unchanged (72% 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.

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 September 12, 2025.

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

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

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 rules.

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;

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 the interest of institutional investors in our securities;

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.

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.

Quarterly Report on Form 10-Q for the quarters ended 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 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.

Additional 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

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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.

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.

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.

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

Those 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

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

9 unchanged sentences

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.

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.

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

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

1 unchanged sentence

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,

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.

19 unchanged sentences

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.

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

31 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-Q

Item 1A. Risk Factors