What changed in this filing

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Item 1A. Risk Factors

2025-11-07 compared with 2025-10-31 · 7 added, 184 removed, 1 unchanged (99% 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 September 12, 2025 and our Quarterly Report on Form 10-Q filed with the SEC on October 21, 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

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;

we may become subject to shareholder litigation;

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.

Due to the Company not timely filing its

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

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.

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

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

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.

differ materially from those in this Quarterly Report on Form 10-Q include the risks described in our Annual Report on Form 10-K for

the year ended December 31, 2023 filed with the SEC on September 12, 2025 and our Quarterly Report on Form 10-Q for quarter ended March

31, 2024 filed with the SEC on October 21, 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.

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