What changed in this filing

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Item 1A. Risk Factors

2026-03-31 compared with 2025-12-03 · 232 added, 206 removed, 1915 unchanged (19% of the section changed)

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Risks Related to Our Business

We are a blank check company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.

Our Public Shareholders may not be afforded an opportunity to vote on our proposed initial business combination, and even if we hold a vote, holders of our Founder Shares will participate in such vote, which means we may complete our initial business combination even though a majority of our Public Shareholders do not support such a combination.

Your only opportunity to affect your investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash.

If we seek shareholder approval of our initial business combination, our Initial Shareholders and management team have agreed to vote in favor of such initial business combination, regardless of how our Public Shareholders vote.

We may not be able to complete our initial business combination within the time period prescribed in our Articles, in which case we would cease all operations except for the purpose of winding up and we would redeem our Public Shares and liquidate, in which case our Public Shareholders may receive only $11.70 per share (based on the Trust Account balance as of October 31, 2025), or less than such amount in certain circumstances, and our warrants will expire worthless.

Our search for an initial business combination, and any target business with which we ultimately consummate an initial business combination, may be materially adversely affected by any negative impact on the global economy and capital markets resulting from the conflict in Ukraine or any other geopolitical tensions.

You will not have any rights or interests in funds from the trust account, except under certain limited circumstances.

Therefore, to liquidate your investment, you may be forced to sell your Public Shares or warrants, potentially at a loss.

We cannot assure you that our diligence review has identified all material risks associated with the announced Business Combination Agreement, and you may be less protected as an investor from any material issues with respect to the acquired business.

If the announced Business Combination Agreement is consummated you

will experience dilution due to the issuance of new shares of ordinary shares and securities convertible into ordinary shares to the existing

shareholders of the acquired business as consideration.

are a blank check company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve

our business objective.

Public Shareholders may not be afforded an opportunity to vote on our proposed initial business combination, and even if we hold a vote,

holders of our Founder Shares will participate in such vote, which means we may complete our initial business combination even though

a majority of our Public Shareholders do not support such a combination.

only opportunity to affect your investment decision regarding a potential business combination may be limited to the exercise of your

right to redeem your shares from us for cash.

we seek shareholder approval of our initial business combination, our Initial Shareholders and management team have agreed to vote in

favor of such initial business combination, regardless of how our Public Shareholders vote.

may not be able to complete our initial business combination within the time period prescribed in our Articles, in which case we would

cease all operations except for the purpose of winding up and we would redeem our Public Shares and liquidate, in which case our Public

Shareholders may receive only $11.84 per share (based on the Trust Account balance as of March 9, 2026), or less than such amount in

certain circumstances, and our warrants will expire worthless.

search for an initial business combination, and any target business with which we ultimately consummate an initial business combination,

may be materially adversely affected by any negative impact on the global economy and capital markets resulting from the conflict in

Ukraine or any other geopolitical tensions.

will not have any rights or interests in funds from the trust account, except under certain limited circumstances.

Therefore, to liquidate

your investment, you may be forced to sell your Public Shares or warrants, potentially at a loss.

cannot assure you that our diligence review has identified all material risks associated with the announced Business Combination Agreement,

and you may be less protected as an investor from any material issues with respect to the acquired business.

the announced Business Combination Agreement is consummated you will experience dilution due to the issuance of new shares of ordinary

shares and securities convertible into ordinary shares to the existing shareholders of the acquired business as consideration.

Risks Related to Our Securities

NYSE has delisted our securities from trading on its exchange, which limits investors’ ability to make transactions in our securities and subjects us to additional trading restrictions.

You will not be entitled to protections normally afforded to investors of many other blank check companies.

has delisted our securities from trading on its exchange, which limits investors’ ability to make transactions in our securities

and subjects us to additional trading restrictions.

will not be entitled to protections normally afforded to investors of many other blank check companies.

● If the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants not being held in the trust account are insufficient, it could limit the amount available to fund our search for a target business or businesses and complete our initial business combination, and we will depend on loans from our sponsors or management team to fund our search and to complete our initial business combination.

Risks Related to Our Trust Account

If third parties bring claims against us, the funds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per share.

Our directors may decide not to enforce the indemnification obligations of Crown PropTech Sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to our Public Shareholders.

We may not have sufficient funds to satisfy indemnification claims of our directors and officers.

third parties bring claims against us, the funds held in the trust account could be reduced and the per-share redemption amount received

by shareholders may be less than $10.00 per share.

directors may decide not to enforce the indemnification obligations of Crown PropTech Sponsor, resulting in a reduction in the amount

of funds in the trust account available for distribution to our Public Shareholders.

may not have sufficient funds to satisfy indemnification claims of our directors and officers.

Risks Related to Our Operations

If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination.

Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations.

we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements

and our activities may be restricted, which may make it difficult for us to complete our initial business combination.

in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability

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

Risks Related to Our Corporate Structure

We may not hold an annual general meeting until after the consummation of our initial business combination, which could delay the opportunity for our shareholders to appoint directors.

Holders of Class A ordinary shares will not be permitted to exercise their warrants unless we register and qualify the underlying Class A ordinary shares or certain exemptions are available.

may not hold an annual general meeting until after the consummation of our initial business combination, which could delay the opportunity

for our shareholders to appoint directors.

of Class A ordinary shares will not be permitted to exercise their warrants unless we register and qualify the underlying Class A

ordinary shares or certain exemptions are available.

Risks Related to Our Search for a Business

We may seek business combination opportunities in industries or sectors that may be outside of our management’s areas of expertise.

We may be a passive

foreign investment company, or “PFIC,” and/or controlled foreign corporation, or “CFC” which could

result in adverse United States federal income tax consequences to U.S.

Since our sponsors, Anchor Investor, officers and directors will lose their entire investment in us if our initial business combination is not completed, a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination.

The SEC has recently issued final rules to regulate special purpose

acquisition companies.

Certain of the procedures that we, a potential business combination target, or others may determine to undertake

in connection with such proposals may increase our costs and the time needed to complete our initial business combination and may constrain

the circumstances under which we could complete a business combination.

may seek business combination opportunities in industries or sectors that may be outside of our management’s areas of expertise.

may be a passive foreign investment company, or “PFIC,” and/or controlled foreign corporation, or “CFC” which

could result in adverse United States federal income tax consequences to U.S.

our sponsors, Anchor Investor, officers and directors will lose their entire investment in us if our initial business combination is

not completed, a conflict of interest may arise in determining whether a particular business combination target is appropriate for our

initial business combination.

SEC has recently issued final rules to regulate special purpose acquisition companies.

Certain of the procedures that we, a potential

business combination target, or others may determine to undertake in connection with such proposals may increase our costs and the time

needed to complete our initial business combination and may constrain the circumstances under which we could complete a business combination.

Risks Related to Our Organizational Documents

and Structure

In order to effectuate an initial business combination, special purpose acquisition companies have, in the recent past, amended various provisions of their charters and other governing instruments, including their warrant agreements.

We cannot assure you that we will not seek to amend our fifth amended and restated memorandum and articles of association or governing instruments in a manner that will make it easier for us to complete our initial business combination that our shareholders may not support.

order to effectuate an initial business combination, special purpose acquisition companies have, in the recent past, amended various

provisions of their charters and other governing instruments, including their warrant agreements.

We cannot assure you that we will not

seek to amend our sixth amended and restated memorandum and articles of association or governing instruments in a manner that will make

it easier for us to complete our initial business combination that our shareholders may not support.

Risks Related to Our Warrants

Our warrant agreement designates the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our company.

warrant agreement designates the courts of the State of New York or the United States District Court for the Southern District of New

York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our warrants, which

could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our company.

General Risks

We are an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.

Recent increases in inflation and interest rates in the United States and elsewhere could make it more difficult for us to consummate an initial business combination.

We have identified a material weakness in our internal control over financial reporting.

This material weakness could continue to adversely affect our ability to report our results of operations and financial condition accurately and in a timely manner.

are an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and if we take advantage of

certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, this could make

our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.

increases in inflation and interest rates in the United States and elsewhere could make it more difficult for us to consummate an initial

business combination.

have identified a material weakness in our internal control over financial reporting.

This material weakness could continue to adversely

affect our ability to report our results of operations and financial condition accurately and in a timely manner.

Risks Associated with Acquiring and Operating

a Business in Foreign Countries

If we effect our initial business combination with a company located outside of the United States, we would be subject to a variety of additional risks that may adversely affect us.

we effect our initial business combination with a company located outside of the United States, we would be subject to a variety of additional

risks that may adversely affect us.

Risks Related to Our Business

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business combination within the time period prescribed in our Articles, in which case we would cease all operations except for the purpose

of winding up and we would redeem our Public Shares and liquidate, in which case our Public Shareholders may receive only $11.70 per share

(based on the Trust Account balance as of October 31, 2025), or less than such amount in certain circumstances, and our warrants will

of winding up and we would redeem our Public Shares and liquidate, in which case our Public Shareholders may receive only $11.84 per

share (based on the Trust Account balance as of March 9, 2026), or less than such amount in certain circumstances, and our warrants will

expire worthless.

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In such case, our Public Shareholders may receive only $11.84 per share (based

on the Trust Account balance as of October 31, 2025), or less than $10.00 per share, on the redemption of their shares, and our warrants

on the Trust Account balance as of March 9, 2026), or less than $10.00 per share, on the redemption of their shares, and our warrants

will expire worthless.

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and the per-share redemption amount received by shareholders may be less than $11.84 per share (based on the Trust Account balance as

of October 31, 2025)” and other risk factors herein.

of March 9, 2026) and other risk factors herein.

If a shareholder fails to receive notice of

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to the limitations and on the conditions described herein, (ii) the redemption of any Public Shares properly submitted in connection

with a shareholder vote to amend our fifth amended and restated memorandum and articles of association (A) to modify the substance

with a shareholder vote to amend our sixth amended and restated memorandum and articles of association (A) to modify the substance

or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our Public Shares

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Risks Related to Our Securities

The Company’s securities

have been delisted from the New York Stock Exchange.

The Company’s securities have been delisted

from the New York Stock Exchange.

On February 12, 2024, the

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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.

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

Since our securities were

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of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to

the tender offer rules, our fifth amended and restated memorandum and articles of association provide that a Public Shareholder, together

the tender offer rules, our sixth amended and restated memorandum and articles of association provide that a Public Shareholder, together

with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group”

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Consequently, our Public Shareholders may

only receive an estimated $11.70 per share (based on the Trust Account balance as of October 31, 2025), or possibly less, on our redemption

only receive an estimated $11.84 per share (based on the Trust Account balance as of March 9, 2026), or possibly less, on our redemption

of our Public Shares, and our warrants will expire worthless.

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While RBC did not provide any additional detail in their Underwriter Waiver letter,

shareholders should be aware that such Underwriter Waiver indicates that the underwriters disclaim any responsibility for any future registration

statement filed in connection with an initial business combination.

None of the underwriters discussed the reasons for their forfeiture

of fees with management, and Crown did not seek out the reasons why upon receipt of the waiver letter, despite the underwriters having

already completed a substantial portion of their services.

Crown will not speculate about the reasons why the underwriters forfeited fees

after performing substantially all the work to earn such fees.

Accordingly, shareholders should not place any reliance on the fact that

the underwriters were previously engaged by Crown to serve as an underwriter in Crown’s Initial Public Offering and should not assume

that the underwriters are involved in any future transaction.

If third parties bring claims against us, the

funds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $11.70

per share (based on the Trust Account balance as of October 31, 2025).

shareholders should be aware that such Underwriter Waiver indicates that the underwriters disclaim any responsibility for any future

registration statement filed in connection with an initial business combination.

None of the underwriters discussed the reasons for their

forfeiture of fees with management, and Crown did not seek out the reasons why upon receipt of the waiver letter, despite the underwriters

having already completed a substantial portion of their services.

Crown will not speculate about the reasons why the underwriters forfeited

fees after performing substantially all the work to earn such fees.

Accordingly, shareholders should not place any reliance on the fact

that the underwriters were previously engaged by Crown to serve as an underwriter in Crown’s Initial Public Offering and should

not assume that the underwriters are involved in any future transaction.

If third parties bring claims against us,

the funds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $11.84

per share (based on the Trust Account balance as of March 9, 2026).

Our placing of funds in the

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Accordingly, the per-share redemption amount received by Public Shareholders

could be less than the $11.70 per Public Share initially held in the trust account (based on the Trust Account balance as of October 31,

could be less than the $11.84] per Public Share initially held in the trust account (based on the Trust Account balance as of March 9,

2026), due to claims of such creditors.

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in the United States.

In the event that we do not to complete our initial business combination or make certain amendments to our fifth

In the event that we do not to complete our initial business combination or make certain amendments to our sixth

amended and restated memorandum and articles of association, our Public Shareholders are entitled to receive their pro-rata share of the

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investment company under the Investment Company Act, our activities may be restricted, including:

restrictions on the nature of our investments;

restrictions on the issuance of securities, each of which may make it difficult for us to complete our initial business combination.

In addition, we may have imposed upon us burdensome requirements, including:

registration as an investment company;

adoption of a specific form of corporate structure;

reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations.

● restrictions

on the nature of our investments;

● restrictions

on the issuance of securities, each of which may make it difficult for us to complete our initial business combination.

we may have imposed upon us burdensome requirements, including:

● registration

as an investment company;

of a specific form of corporate structure;

record keeping, voting, proxy and disclosure requirements and other rules and regulations.

In order not to be regulated

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(ii) the redemption of any Public Shares properly submitted in connection with a

shareholder vote to amend our fifth amended and restated memorandum and articles of association (A) to modify the substance or timing

shareholder vote to amend our sixth amended and restated memorandum and articles of association (A) to modify the substance or timing

of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our Public Shares if we

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Any redemption of Public Shareholders from the trust account will be

effected automatically by function of our fifth amended and restated memorandum and articles of association prior to any voluntary winding

effected automatically by function of our sixth amended and restated memorandum and articles of association prior to any voluntary winding

If we are required to wind-up, liquidate the trust account and distribute such amount therein, pro rata, to our Public Shareholders,

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Any such issuances would dilute the interest of our shareholders and likely present

Our fifth amended and restated

Our sixth amended and restated

memorandum and articles of association authorize the issuance of up to 200,000,000 Class A ordinary shares, par value $0.0001 per

share, 20,000,000 Class B ordinary shares, par value $0.0001 per share, and 1,000,000 preferred shares, par value $0.0001 per share.

As of October 31, 2025, there were 199,508,194 and 13,100,000 authorized but unissued Class A ordinary shares and Class B ordinary

As of March 9, 2026, there were 199,516,178 and 13,100,000 authorized but unissued Class A ordinary shares and Class B ordinary

shares, respectively, available for issuance which amount does not take into account shares reserved for issuance upon exercise of outstanding

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into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination, initially

at a one-for-one ratio but subject to adjustment as set forth herein and in our fifth amended and restated memorandum and articles of

at a one-for-one ratio but subject to adjustment as set forth herein and in our sixth amended and restated memorandum and articles of

association, including in certain circumstances in which we issue Class A ordinary shares or equity-linked securities related to

our initial business combination.

As of October 31, 2025, there were no preferred shares issued and outstanding.

As of March 9, 2026, there were no preferred shares issued and outstanding.

We may issue a substantial

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as a result of the anti-dilution provisions as set forth therein.

However, our fifth amended and restated memorandum and articles of association

However, our sixth amended and restated memorandum and articles of association

provide, among other things, that prior to our initial business combination, we may not issue additional shares that would entitle the

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These provisions

of our fifth amended and restated memorandum and articles of association, like all provisions of our fifth amended and restated memorandum

of our sixth amended and restated memorandum and articles of association, like all provisions of our sixth amended and restated memorandum

and articles of association, may be amended with a shareholder vote.

The issuance of additional ordinary or preferred shares:

may significantly dilute the equity interest of our shareholders;

may subordinate the rights of holders of Class A ordinary shares if preferred shares are issued with rights senior to those afforded our Class A ordinary shares;

could cause a change in control if a substantial number of Class A ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;

may adversely affect prevailing market prices for our Units, Class A ordinary shares and/or warrants.

significantly dilute the equity interest of our shareholders;

subordinate the rights of holders of Class A ordinary shares if preferred shares are issued with rights senior to those afforded

our Class A ordinary shares;

cause a change in control if a substantial number of Class A ordinary shares are issued, which may affect, among other things, our

ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers

and directors;

adversely affect prevailing market prices for our Units, Class A ordinary shares and/or warrants.

Unlike some other similarly structured special

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to their fiduciary duties under Cayman Islands law.

Our fifth amended and restated memorandum and articles of association provide that,

Our sixth amended and restated memorandum and articles of association provide that,

to the fullest extent permitted by applicable law:

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Nevertheless, the incurrence of debt could have a variety of negative effects, including:

default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;

acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand;

our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding;

our inability to pay dividends on our Class A ordinary shares;

using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;

limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation;

limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.

and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;

● acceleration

of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants

that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand;

inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing

while the debt security is outstanding;

inability to pay dividends on our Class A ordinary shares;

a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends

on our Class A ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;

● limitations

on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation;

● limitations

on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of

our strategy and other purposes and other disadvantages compared to our competitors who have less debt.

We may only be able to complete one business

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impact our operations and profitability.

Of the net proceeds from the Initial Public Offering and the Private Placement, as of October

Of the net proceeds from the Initial Public Offering and the Private Placement, as of March

9, 2026, up to $5,731,447 will be available to complete our initial business combination.

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Accordingly, the prospects for our success may be:

solely dependent upon the performance of a single business, property or asset, or

dependent upon the development or market acceptance of a single or limited number of products, processes or services.

dependent upon the performance of a single business, property or asset, or

upon the development or market acceptance of a single or limited number of products, processes or services.

This lack of diversification

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money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company.

As of October 31, 2025,

As of March 9, 2026,

amounts held in trust account included approximately $893,227 of accrued interest.

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If we are unable to complete our initial business combination, our

public shareholders may receive only approximately $11.70 (as of October 31, 2025) on the liquidation of our trust account, and our public

public shareholders may receive only approximately $11.84 (as of March 9, 2026) on the liquidation of our trust account, and our public

shareholders would also lose the possibility of an investment opportunity in a target company.

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a substantial majority of our shareholders do not agree.

Our fifth amended and restated

Our sixth amended and restated

memorandum and articles of association provide that in no event will we redeem our Public Shares in an amount that would cause our net

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or the performance or business prospects of a post-business combination company.

There have recently been significant changes to

international trade policies and tariffs affecting imports and exports.

Any significant increases in tariffs on goods or materials or

other changes in trade policy could negatively affect our ability to complete our initial business combination.

There have recently been

significant changes to international trade policies and tariffs affecting imports and exports.

Any significant increases in tariffs on

goods or materials or other changes in trade policy could negatively affect our ability to complete our initial business combination.

Recently, the U.S.

has implemented a range of

new tariffs and increases to existing tariffs.

In response to the tariffs announced by the U.S., other countries have imposed, are considering

imposing, and may in the future impose new or increased tariffs on certain exports from the United States.

There is currently significant

uncertainty about the future relationship between the United States and other countries with respect to trade policies, taxes, government

regulations and tariffs and we cannot predict whether, and to what extent, current tariffs will continue or trade policies will change

in the future.

Tariffs, or the threat of tariffs or increased

tariffs, could have a significant negative impact on certain businesses (either due to domestic businesses’ reliance on imported

goods or dependence on access to foreign markets, or foreign businesses’ reliance on sales into the United States).

retaliatory tariffs could have a significant negative impact on foreign businesses that rely on imports from the United States, and domestic

businesses that rely on exporting goods internationally.

These tariffs and threats of tariffs and other potential trade policy changes

could negatively affect the attractiveness of certain initial business combination targets, or lead to material adverse effects on a post-business

combination company.

Among other things, historical financial performance of companies affected by trade policies and/or tariffs may not

provide useful guidance as to the future performance of such companies, because future financial performance of those companies may be

materially affected by new U.S.

has implemented

a range of new tariffs and increases to existing tariffs.

In response to the tariffs announced by the U.S., other countries have imposed,

are considering imposing, and may in the future impose new or increased tariffs on certain exports from the United States.

There is currently

significant uncertainty about the future relationship between the United States and other countries with respect to trade policies, taxes,

government regulations and tariffs and we cannot predict whether, and to what extent, current tariffs will continue or trade policies

will change in the future.

Tariffs, or the threat of

tariffs or increased tariffs, could have a significant negative impact on certain businesses (either due to domestic businesses’

reliance on imported goods or dependence on access to foreign markets, or foreign businesses’ reliance on sales into the United

In addition, retaliatory tariffs could have a significant negative impact on foreign businesses that rely on imports from the

United States, and domestic businesses that rely on exporting goods internationally.

These tariffs and threats of tariffs and other potential

trade policy changes could negatively affect the attractiveness of certain initial business combination targets, or lead to material adverse

effects on a post-business combination company.

Among other things, historical financial performance of companies affected by trade policies

and/or tariffs may not provide useful guidance as to the future performance of such companies, because future financial performance of

those companies may be materially affected by new U.S.

tariffs or foreign retaliatory tariffs, or other changes to trade policies.

The business prospects of

a particular target for a business combination could change even after we enter into a business combination agreement, as a result of

tariffs or the threat of tariffs that may have a material impact on that target’s business, and it may be costly or impractical

for us to terminate that business combination agreement.

These factors could affect our selection of a business combination target.

We may not be able to adequately address the risks

presented by these tariffs or other potential trade policy changes.

As a result, we may deem it costly, impractical or risky to complete

an initial business combination with a particular target or with a target in a particular industry or from a particular country.

complete an initial business combination with such a target, the post-business combination company’s operations and financial results

could be adversely affected as a result of tariffs or changes to trade policies, which may cause the market value of the securities of

the post-business combination company to decline.

business prospects of a particular target for a business combination could change even after we enter into a business combination agreement,

as a result of tariffs or the threat of tariffs that may have a material impact on that target’s business, and it may be costly

or impractical for us to terminate that business combination agreement.

These factors could affect our selection of a business combination

We may not be able to adequately

address the risks presented by these tariffs or other potential trade policy changes.

As a result, we may deem it costly, impractical

or risky to complete an initial business combination with a particular target or with a target in a particular industry or from a particular

If we complete an initial business combination with such a target, the post-business combination company’s operations and

financial results could be adversely affected as a result of tariffs or changes to trade policies, which may cause the market value of

the securities of the post-business combination company to decline.

Risks Related to Our Organizational Documents

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instruments, including their warrant agreements.

We have amended and restated our fourth amendment and restatement memorandum and articles

of association and cannot assure you that we will not seek to amend our fifth amended and restated memorandum and articles of association

We have amended and restated our fifth amendment and restatement memorandum and articles

of association and cannot assure you that we will not seek to amend our sixth amended and restated memorandum and articles of association

or governing instruments in a manner that will make it easier for us to complete our initial business combination that our shareholders

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respect to their warrants, amended their warrant agreements to require the warrants to be exchanged for cash and/or other securities.

We have amended and restated our fourth amendment and restatement memorandum and articles of association.

Further amending our fifth amended

We have amended and restated our fifth amendment and restatement memorandum and articles of association.

Further amending our sixth amended

and restated memorandum and articles of association requires a special resolution under Cayman Islands law, which requires the affirmative

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will also require at least 65% of the then outstanding Private Placement Warrants.

In addition, our fifth amended and restated memorandum

In addition, our sixth amended and restated memorandum

and articles of association require us to provide our Public Shareholders with the opportunity to redeem their Public Shares for cash

if we propose an amendment to our fifth amended and restated memorandum and articles of association (A) to modify the substance or

if we propose an amendment to our sixth amended and restated memorandum and articles of association (A) to modify the substance or

timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our Public Shares

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to consummate an initial business combination in order to effectuate our initial business combination.

The provisions of our fifth amended and restated

The provisions of our sixth amended and restated

memorandum and articles of association that relate to our pre-business combination activity (and corresponding provisions of the agreement

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It may be easier for us, therefore,

to further amend our fifth amended and restated memorandum and articles of association and the trust agreement to facilitate the completion

to further amend our sixth amended and restated memorandum and articles of association and the trust agreement to facilitate the completion

of an initial business combination that some of our shareholders may not support.

Our fifth amended and restated

Our sixth amended and restated

memorandum and articles of association provide that any of its provisions related to pre-business combination activity (including the

requirement to deposit proceeds of the Initial Public Offering and the Private Placement into the trust account and not release such amounts

except in specified circumstances, and to provide redemption rights to Public Shareholders as described herein) may be amended if approved

by special resolution, under Cayman Islands law which requires the affirmative vote of a majority of at least two-thirds of the shareholders

who attend and vote at a general meeting of the company, and corresponding provisions of the trust agreement governing the release of

funds from our trust account may be amended if approved by holders of two-thirds of our ordinary shares who attend and vote at a general

meeting of the company.

Our Initial Shareholders, who collectively beneficially own 93.3% of our ordinary shares, will participate in

any vote to amend our fifth amended and restated memorandum and articles of association and/or trust agreement and will have the discretion

to vote in any manner they choose.

As a result, we may be able to further amend the provisions of our fifth amended and restated memorandum

and articles of association which govern our pre-business combination behavior more easily than some other special purpose acquisition

companies, and this may increase our ability to complete a business combination with which you do not agree.

Our shareholders may pursue

remedies against us for any breach of our fifth amended and restated memorandum and articles of association.

requirement to deposit proceeds of the Initial Public Offering and the Private Placement into the trust account and not release such

amounts except in specified circumstances, and to provide redemption rights to Public Shareholders as described herein) may be amended

if approved by special resolution, under Cayman Islands law which requires the affirmative vote of a majority of at least two-thirds

of the shareholders who attend and vote at a general meeting of the company, and corresponding provisions of the trust agreement governing

the release of funds from our trust account may be amended if approved by holders of two-thirds of our ordinary shares who attend and

vote at a general meeting of the company.

Our Initial Shareholders, who collectively beneficially own 93.4% of our ordinary shares, will

participate in any vote to amend our sixth amended and restated memorandum and articles of association and/or trust agreement and will

have the discretion to vote in any manner they choose.

As a result, we may be able to further amend the provisions of our sixth amended

and restated memorandum and articles of association which govern our pre-business combination behavior more easily than some other special

purpose acquisition companies, and this may increase our ability to complete a business combination with which you do not agree.

shareholders may pursue remedies against us for any breach of our sixth amended and restated memorandum and articles of association.

Our Initial Shareholders,

officers and directors have agreed, pursuant to a letter agreement with us, that they will not propose any amendment to our fifth amended

officers and directors have agreed, pursuant to a letter agreement with us, that they will not propose any amendment to our sixth amended

and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in

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Accordingly, they may exert a substantial influence on actions requiring

a shareholder vote, potentially in a manner that you do not support, including amendments to our fifth amended and restated memorandum

a shareholder vote, potentially in a manner that you do not support, including amendments to our sixth amended and restated memorandum

and articles of association.

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Our corporate affairs are

governed by our fifth amended and restated memorandum and articles of association, the Companies Act (as the same may be supplemented

governed by our sixth amended and restated memorandum and articles of association, the Companies Act (as the same may be supplemented

or amended from time to time) and the common law of the Cayman Islands.

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of the board of directors or controlling shareholders than they would as Public Shareholders of a United States company.

Provisions in our fifth amended and restated

Provisions in our sixth amended and restated

memorandum and articles of association may inhibit a takeover of us, which could limit the price investors might be willing to pay in

the future for our Class A ordinary shares and could entrench management.

Our fifth amended and restated

Our sixth amended and restated

memorandum and articles of association contain provisions that may discourage unsolicited takeover proposals that shareholders may consider

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of our warrant liabilities, accruals, payables, additional paid-in capital, accumulated deficit and related financial disclosures.

For the accounted period

For the accounting period

ended December 31, 2025, management identified a material weakness in internal controls related to the accounting for complex financial

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various actions, such as implementing new internal controls and procedures and hiring accounting or internal audit staff.

The Company has not yet filed its Quarterly

Report on Form 10-Q for the quarters ending March 31, 2025, June 30, 2025 and September 30, 2025 (the “2025 10-Qs”) and thus

is not current in its SEC reporting obligations, which may result in any investment in our securities involving a greater degree of risk.

Although the Company has

dedicated significant resources to the completion of finalizing its consolidated financial statements and related disclosures for inclusion

in the 2025 Form 10-Qs, the Company was unable to file the 2025 Form 10-Qs on a timely basis.

Additional time is needed by the Company

to complete its review of the financial statements included in the 2025 Form 10-Qs in order to ensure a complete, accurate Form 10-Q for

the quarters ended March 31, 2025, June 30, 2025 and September 30, 2025.

The Company is working diligently to ensure accurate disclosures

are made in the 2025 Form 10-Qs and is working to file all three 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.

Risks Associated with Acquiring and Operating

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in an international setting, including any of the following:

costs and difficulties inherent in managing cross-border business operations;

rules and regulations regarding currency redemption;

complex corporate withholding taxes on individuals;

laws governing the manner in which future business combinations may be effected;

exchange listing and/or delisting requirements;

tariffs and trade barriers;

regulations related to customs and import/export matters;

local or regional economic policies and market conditions;

unexpected changes in regulatory requirements;

challenges in managing and staffing international operations;

longer payment cycles;

tax issues, such as tax law changes and variations in tax laws as compared to the United States;

currency fluctuations and exchange controls;

rates of inflation;

challenges in collecting accounts receivable;

cultural and language differences;

employment regulations;

underdeveloped or unpredictable legal or regulatory systems;

protection of intellectual property;

social unrest, crime, strikes, riots and civil disturbances;

regime changes and political upheaval;

terrorist attacks and wars;

deterioration of political relations with the United States.

and difficulties inherent in managing cross-border business operations;

regulations regarding currency redemption;

corporate withholding taxes on individuals;

governing the manner in which future business combinations may be effected;

listing and/or delisting requirements;

and trade barriers;

● regulations

related to customs and import/export matters;

or regional economic policies and market conditions;

changes in regulatory requirements;

in managing and staffing international operations;

payment cycles;

issues, such as tax law changes and variations in tax laws as compared to the United States;

fluctuations and exchange controls;

of inflation;

in collecting accounts receivable;

and language differences;

● underdeveloped

or unpredictable legal or regulatory systems;

● corruption;

of intellectual property;

unrest, crime, strikes, riots and civil disturbances;

changes and political upheaval;

attacks and wars;

● deterioration

of political relations with the United States.

We may not be able to adequately

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Finally, any of the events

described above, including the ongoing impact of the recent conflict between Israel and Hamas and the Russia-Ukraine war, may also have

the effect of heightening many of the other risks described in this “Risk Factors” section, such as those related to the market

for our securities and cross-border transactions.

described above, including the evolving and escalating conflict in Iran and the Middle East, and the ongoing impact of the recent conflict

between the Israel and Hamas and the Russia-Ukraine war, may also have the effect of heightening many of the other risks described in

this “Risk Factors” section, such as those related to the market for our securities and cross-border transactions.

Anti-money laundering legislation, regulations

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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-K

Item 1A. Risk Factors