Crown Reserve Acquisition Corp. I 10-K

Item 1. Business Overview Crown Reserve Acquisition Corp. I (the “Company,” “Crown Reserve,” “we,” “us” or “our”) is a blank check company incorporated as a Cayman Islands exempted company on April 29, 2025. We were formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). On November 10, 2025, we consummated our Initial Public Offering (“IPO”) of 17,250,000 units (“Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), at a price of $10.00 per Unit, generating gross proceeds of $172,500,000. Each Unit consisted of one Class A ordinary share, one-half of one redeemable warrant (“Public Warrant”) and one right (“Public Right”), with each whole Public Warrant entitling the holder to purchase one Class A ordinary share at $11.50 per share and each Public Right entitling the holder to receive 0.20 of a Class A ordinary share upon consummation of a Business Combination. Simultaneously with the closing of the IPO, we consummated the private sale of 375,000 Private Placement Units at a price of $8.00 per Private Placement Unit, of which 175,000 were purchased by our Sponsor and 200,000 were purchased by Polaris Advisory Partners, generating proceeds of $3,000,000. Each Private Placement Unit consisted of one Class A ordinary share, one-half of one Private Placement Warrant and one Private Placement Right. Following the IPO, $172,500,000 of the net proceeds from the IPO and the Private Placement were placed in a Trust Account (as defined below). As of December 31, 2025, the Trust Account held $173,403,838, including $903,838 of dividends earned on trust investments. The Offering The following is a summary of the key terms of our offering: ● Units: 17,250,000 Units at $10.00 per Unit, fully exercised over-allotment option included ● Each Unit consists of: one Class A ordinary share, one-half of one redeemable warrant (exercisable for one Class A ordinary share at $11.50), and one right (entitling the holder to receive 0.20 of a Class A ordinary share upon a Business Combination) ● Trust Account: $172,500,000 deposited, invested in U.S. government securities or money market funds investing exclusively in U.S. government securities ● Private Placement: 375,000 Private Placement Units at $8.00 per unit, generating $3,000,000 in additional proceeds ● Founder Shares: 4,312,500 Class B ordinary shares held by the Sponsor ● Combination Period: 12 months from IPO closing (November 10, 2026), automatically extended to 15 months (February 10, 2027) upon execution of a Business Combination agreement; further extensions require shareholder approval ● Stock Exchange: Nasdaq Capital Market ● Auditor: RBSM LLP Effecting a Business Combination General We have 12 months from the closing of the IPO (“Combination Period”), or until November 10, 2026, to complete our initial Business Combination, which will automatically be extended to 15 months (until February 10, 2027) upon our entry into a Business Combination agreement. We will not complete a Business Combination unless such Business Combination meets applicable Nasdaq requirements and we are otherwise satisfied with the transaction. We are not presently engaged in, and we will not engage in, any operations other than searching for a Business Combination until we have completed such transaction. We intend to effectuate our initial Business Combination using cash from the Trust Account, our capital stock, debt, or a combination of the foregoing. Nasdaq Listing Requirements We must complete one or more Business Combinations having an aggregate fair market value of at least 80% of the value of the Trust Account (excluding deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of our signing of the definitive agreement for our initial Business Combination. Our Board will make this determination as part of its deliberations with respect to our initial Business Combination. 2 Permitted Purchases of Our Securities Our Sponsor, directors, officers, advisors or their respective affiliates may purchase Public Shares in privately negotiated transactions or in the open market either prior to or following the completion of our initial Business Combination. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. Redemption of Public Shares and Liquidation if No Initial Business Combination Our shareholders are entitled to receive funds from the Trust Account only upon the earliest to occur of: (i) our completion of a Business Combination, (ii) the redemption of Public Shares if we do not complete a Business Combination by November 10, 2026 (or February 10, 2027 if a Business Combination agreement is executed within 12 months, or such later date if the Combination Period is further extended), and (iii) the redemption of Public Shares in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to redeem 100% of our Public Shares if we do not complete a Business Combination within the Combination Period, or (B) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity. If we are unable to complete our initial Business Combination within the Combination Period, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, subject to lawfully available funds therefor, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the Trust Account (which interest shall be net of amounts withdrawn for taxes), divided by the number of then-issued and outstanding Public Shares; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In the event of our liquidation, the rights will expire worthless and holders will not receive any consideration for their rights. Holders of our warrants will not receive any proceeds from the Trust Account with respect to their warrants. The underwriters have agreed to waive their rights to their deferred underwriting discount held in the Trust Account in the event we do not complete our initial Business Combination and subsequently liquidate. Founders Shares and Founder Share Forfeiture On April 29, 2025, our Sponsor received 4,312,500 Class B ordinary shares for aggregate consideration of $25,000, or approximately $0.006 per share. The over-allotment option was exercised in full by the underwriters at the time of our IPO; as a result, no Founder Shares are subject to forfeiture. Our Sponsor has agreed not to transfer, assign or sell any of our Class B ordinary shares held by them until the earlier of (A) one year after the completion of our initial Business Combination and (B) subsequent to the completion of a Business Combination, (x) if the last reported sale price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial Business Combination, or (y) the date on which we complete a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property. Private Placement Units Simultaneously with the closing of the IPO, our Sponsor purchased 175,000 Private Placement Units and Polaris Advisory Partners purchased 200,000 Private Placement Units, for an aggregate of 375,000 Private Placement Units at a price of $8.00 per Private Placement Unit, generating proceeds of $3,000,000. Each Private Placement Unit consists of one Class A ordinary share, one-half of one Private Placement Warrant, and one Private Placement Right. The Private Placement Units are identical to the Units sold in the IPO, except that: (i) the Private Placement Warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by our Sponsor or its permitted transferees; and (ii) the Private Placement Rights will automatically convert into Class A ordinary shares upon consummation of a Business Combination. The Sponsor has agreed not to transfer, assign or sell any of the Private Placement Units until 30 days after the completion of a Business Combination. 3 Registration and Shareholder Rights The holders of the Founder Shares, Private Placement Units, and any shares that may be issued upon conversion of working capital loans (and all underlying securities) are entitled to registration rights pursuant to a Registration and Shareholder Rights Agreement, dated November 7, 2025. The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination, and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the Registration and Shareholder Rights Agreement provides that we will not be required to effect or permit any registration or cause any registration statement to become effective until the securities covered thereby are released from their lock-up restrictions. We will bear the expenses incurred in connection with the filing of any such registration statements. The Trust Account Of the gross proceeds received from the IPO and the private placement, $172,500,000 was placed in the Trust Account with Equiniti Trust Company, LLC acting as trustee. Funds in the Trust Account are invested in U.S. government securities within the meaning of Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less, or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. We will not release any amount held in the Trust Account to us, except for the payment of income taxes (if any) on interest earned on the Trust Account and to redeem Public Shares. Other than the foregoing, no other amount shall be released from the Trust Account to us until after the completion of our initial Business Combination. As of December 31, 2025, $173,403,838 was held in the Trust Account, inclusive of $903,838 of dividends earned. Based on interest earned on the Trust Account balance through December 31, 2025, we estimate that up to $0 of interest income is available to us to pay for our tax obligations; at December 31, 2025, the Company is a Cayman Islands exempted company not subject to income taxes. Warrants Public Warrants: Each whole Public Warrant entitles the registered holder to purchase one Class A ordinary share at a price of $11.50 per share. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the IPO. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. Once the warrants become exercisable, we may redeem the outstanding warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the closing price of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending three trading days before we send the notice of redemption to warrant holders. 4 We issued 17,250,000 half-warrants as part of the Units (comprising 8,625,000 whole Public Warrants). We account for the Public Warrants as liabilities measured at fair value on a recurring basis, with changes in fair value recognized in the statement of operations. The initial fair value of the Public Warrant liability was $1,771,434 at the IPO date (November 10, 2025), measured using a 500-step binomial lattice model. At December 31, 2025, the fair value was $1,419,066, resulting in a gain on change in fair value of $352,368. Rights Each Unit includes one Public Right. Each Public Right entitles the holder to receive 0.20 of a Class A ordinary share automatically upon the consummation of a Business Combination. Holders will not receive any fractional shares in connection with an exchange of rights; any fractional shares will be rounded down to the nearest whole share. In the event we do not complete a Business Combination within the Combination Period and we liquidate, the rights will expire worthless and holders will not receive any consideration for their rights. The rights are classified as permanent equity under ASC 815-40, as they are indexed to the Company’s own stock and contain no net-cash settlement provisions. Upon consummation of a Business Combination, the 17,250,000 rights would convert into an aggregate of 3,450,000 Class A ordinary shares. The Public Rights were valued at the IPO date at $0.4778 per right (aggregate fair value of $8,242,050), recorded within additional paid-in capital. Separate Trading of Class A Ordinary Shares, Warrants, and Rights The Units began separate trading on Nasdaq on or about December 9, 2025 (the “Detachment Date”), trading under the symbols CRAC (Class A ordinary shares), CRACW (warrants), and CRACR (rights). Holders of Units were permitted to elect to separately trade the securities included in the Units upon the Detachment Date. Accordingly, the Units will continue to trade as units or separately as CRAC, CRACW, and CRACR. Employees We have no full-time employees. Members of our management team are not obligated to devote any specific number of hours to our matters; they intend to devote as much of their time as they deem necessary to our affairs. We do not intend to have any full-time employees prior to the completion of our initial Business Combination. Available Information We are required to file Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other information with the SEC. Copies of our SEC filings are available free of charge through the SEC’s website at www.sec.gov or through our website at www.crownreserveacq.com. We are not incorporating the information on our website into this annual report. 5 Our Competitive Strengths We seek to capitalize on the strengths of our management team’s breadth of experience across technology, financial services, and operational management to navigate dynamic markets in seeking an initial Business Combination. Our team, led by Prashant Patel, our Chairman and Chief Executive Officer, intends to employ a disciplined approach to identify and invest in businesses with compelling growth profiles, proven management teams, and clear pathways to creating long-term shareholder value. We believe our competitive strengths include the following: Experienced Leadership – Our management team has extensive experience across multiple sectors including technology, financial services, healthcare technology, and consumer businesses. Mr. Patel has served in senior executive roles at major corporations and has deep expertise in identifying businesses at inflection points. Our team has collectively participated in numerous mergers, acquisitions, and capital markets transactions, providing us with the skills and network necessary to identify and complete a successful Business Combination. Global Network and Deal Sourcing – We believe that our team’s broad network of relationships across private equity firms, hedge funds, investment banks, family offices, and corporate executives provides us with access to proprietary deal flow and investment opportunities. These relationships have been developed over decades across multiple industry sectors and geographies and provide us with a competitive advantage in identifying potential targets before they become widely marketed. Operational and Entrepreneurial Expertise – Our management team has direct experience building, operating, and scaling businesses. We expect that we will not merely be arms-length investors in a target business; rather, based on our management team’s background, we expect to be actively involved in supporting the management teams of our target businesses in all aspects of their operations, including strategic planning, capital allocation, business development, and corporate governance. Public Company Experience – Our management team has significant experience with public company operations, SEC reporting requirements, investor relations, and corporate governance. This expertise will be valuable both in completing a Business Combination and in supporting the combined company’s transition to or continued operation as a public company. Capital Markets Expertise – Our team has significant experience in capital markets transactions, including IPOs, follow-on offerings, private placements, convertible debt offerings, and other financing transactions. We intend to use this expertise to help our target business access the capital markets efficiently following a Business Combination. With respect to the foregoing examples and descriptions, past performance by our management team is not a guarantee either (i) that we will be able to identify a suitable candidate for our initial Business Combination or (ii) of success with respect to any initial Business Combination we may consummate. Potential investors should not rely upon the historical record of our management as indicative of future performance. Market Overview We believe the current market presents a unique opportunity for the SPAC strategy as a result of several converging factors, including limited access to public markets for high-quality private companies, a meaningful pipeline of companies seeking liquidity, and our management team’s ability to add value to businesses undergoing significant transformation. We believe these factors, combined with our management team’s extensive experience and relationships, position us well to identify and complete an attractive Business Combination. The number of IPOs in the United States has been at levels significantly below the peaks experienced in 2020 and 2021, according to publicly available market data. We believe that the relative scarcity of traditional IPO opportunities, combined with ongoing uncertainty in public equity markets, has created significant pent-up demand from private investors and business owners for liquidity pathways. Private equity funds have accumulated record levels of unrealized assets under management while experiencing lower exit volumes than historical norms, creating a large pool of potential acquisition targets that may benefit from our SPAC structure. We believe that the SPAC transaction structure offers unique advantages to target companies relative to a traditional IPO or private sale. In particular, a SPAC merger provides price certainty, speed of execution, access to an experienced management team, and the ability to present detailed forward-looking financial projections to investors, which are not permitted in a traditional IPO context. We intend to leverage these structural advantages to identify and attract high-quality business combination targets. 6 The combination of our management team’s deep industry experience, our broad network of relationships, and our flexible investment mandate positions us to take advantage of what we believe are compelling opportunities across a range of industries and geographies. We intend to focus on businesses with strong underlying fundamentals that are well-positioned to benefit from accessing the public capital markets and the expertise of our management team. Business Strategy We seek to capitalize on the strength of our management team’s experience and relationships to identify, evaluate, and complete a Business Combination that creates long-term value for our shareholders. We believe that our team’s prior accomplishments and current activities will be critical in identifying attractive acquisition opportunities, and that the businesses we identify will be able to benefit from accessing the U.S. capital markets and the expertise and network of our management team. However, there is no assurance that we will complete an initial Business Combination. We intend to pursue a disciplined, thesis-driven acquisition strategy focused on identifying businesses with compelling growth profiles, defensible competitive positions, and experienced management teams. We will seek to apply our collective knowledge and experience across multiple industries and transaction types to identify targets that we believe are undervalued relative to their long-term potential and that will benefit from becoming publicly traded. Our Acquisition Process We will utilize the diligence, rigor, and expertise of our management team’s respective platforms to evaluate potential targets’ strengths, weaknesses, opportunities, and risks to identify the relative risk and return profile of any potential target for our initial Business Combination. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity. Our management team is continuously made aware of potential investment opportunities, one or more of which we may desire to pursue for a Business Combination. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other. Sources of Target Businesses We expect to receive a number of proprietary transaction opportunities as a result of the business relationships, direct outreach, and deal sourcing activities of our management team. In addition to the proprietary deal flow, we anticipate that target business candidates will be brought to our attention from various unaffiliated sources, including investment banking firms, consultants, accounting firms, private equity groups, large business enterprises, and other market participants. These sources may also introduce us to target businesses in which they think we may be interested on an unsolicited basis, since many of these sources will have read our SEC filings and know what types of businesses we are targeting. Our initial shareholders, as well as their affiliates, may also bring to our attention target business candidates that they become aware of through their business contacts as a result of formal or informal inquiries or discussions they may have, as well as attending trade shows or conventions. Except as described in this Annual Report, our Sponsor, officers, directors or their affiliates will not be paid any finder’s fee, consulting fee, advisory fee or other compensation prior to, or for any services they render in order to effectuate, the completion of our initial Business Combination (regardless of the type of transaction that it is), although we may consider cash or other compensation to officers or advisors we may hire subsequent to the IPO to be paid either prior to or in connection with our initial Business Combination. We have agreed to reimburse our initial shareholders for any out-of-pocket expenses related to identifying, investigating and completing an initial Business Combination. 7 We are not prohibited from pursuing an initial Business Combination with a target that is affiliated with our initial shareholders, officers or directors, or making the acquisition through a joint venture or other form of shared ownership with our Sponsor, officers, directors or advisors. In the event we seek to complete such a Business Combination, we may seek, but are not required to obtain, a fairness opinion from an independent investment banking firm that is a member of FINRA, or an independent accounting firm, that our initial Business Combination is fair to our company from a financial point of view. Lack of Business Diversification For an indefinite period of time after the completion of our initial Business Combination, the prospects for our success may depend entirely on the future performance of a single business. Unlike other entities that have the resources to complete business combinations with multiple entities in one or several industries, it is probable that we will not have the resources to diversify our operations and mitigate the risks of being in a single line of business. By completing our initial Business Combination with only a single entity, our lack of diversification may: ● subject us to negative economic, competitive, and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial Business Combination; and ● cause us to depend on the marketing and sale of a single product or limited number of products or services. Limited Ability to Evaluate the Target’s Management Team Although we intend to closely scrutinize the management of a prospective target business when evaluating the desirability of effecting our initial Business Combination with that business, our assessment of the target business’ management may not prove to be correct. In addition, the future management may not have the necessary skills, qualifications, or abilities to manage a public company. Furthermore, the future role of members of our management team, if any, in the target business cannot presently be stated with any certainty. While it is possible that one or more of our directors will remain associated in some capacity with us following our initial Business Combination, it is presently unknown if any of them will devote their full efforts to our affairs subsequent to our initial Business Combination. Moreover, we cannot assure you that members of our management team will have significant experience or knowledge relating to the operations of the particular target business. The determination as to whether any members of our board of directors will remain with the combined company will be made at the time of our initial Business Combination. Following a Business Combination, to the extent that we deem it necessary, we may seek to recruit additional managers to supplement the incumbent management team of the target business. We cannot assure you that we will have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or experience necessary to enhance the incumbent management. Shareholders May Not Have the Ability to Approve Our Initial Business Combination We may conduct redemptions without a shareholder vote pursuant to the tender offer rules of the SEC, subject to the provisions of our amended and restated memorandum and articles of association. However, we will seek shareholder approval if it is required by applicable law or stock exchange rules, or we may decide to seek shareholder approval for business or other legal reasons. Presented in the table below is a graphic explanation of the types of initial Business Combinations we may consider and whether shareholder approval is currently required under Cayman Islands law for each such transaction. Type of Transaction Shareholder Approval Required Purchase of assets No Purchase of stock of target not involving a merger with the company No Merger of target into a subsidiary of the company No Merger of the company with a target Yes 8 Under Nasdaq’s listing rules, shareholder approval would be required for our initial Business Combination if, for example: ● we issue ordinary shares that will be equal to or in excess of 20% of the number of our ordinary shares then outstanding; ● any of our directors, officers or substantial shareholders (as defined by Nasdaq rules) has a 5% or greater interest (or such persons collectively have a 10% or greater interest), directly or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of ordinary shares could result in an increase in outstanding shares or voting power of 5% or more; or ● the issuance or potential issuance of ordinary shares will result in our undergoing a change of control. The decision as to whether we will seek shareholders’ approval of a proposed Business Combination in those instances in which shareholder approval is not required by applicable law or stock exchange listing requirements will be made by us, solely in our discretion, and will be based on business and legal reasons, which include a variety of factors, including, but not limited to: (i) the timing of the transaction; (ii) the expected cost of holding a shareholder vote; (iii) the risk that the shareholders would fail to approve the proposed Business Combination; (iv) other time and budget constraints of the Company; and (v) additional legal complexities of a proposed Business Combination that would be time-consuming and burdensome to present to shareholders. Redemption Rights for Public Shareholders upon Completion of our Initial Business Combination We will provide our public shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of our initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest earned on the Trust Account and not previously released to us to pay our taxes, if any, divided by the number of then-outstanding Public Shares, subject to applicable laws. The amount in the Trust Account was initially anticipated to be $10.00 per Public Share. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriter. Manner of Conducting Redemptions We will provide our public shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of our initial Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed Business Combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirements. Asset acquisitions and stock purchases would not typically require shareholder approval while direct mergers with our company and any transactions where we issue more than 20% of our outstanding ordinary shares or seek to amend our amended and restated memorandum and articles of association would require shareholder approval. If we structure a Business Combination transaction with a target company in a manner that requires shareholder approval, we will not have discretion as to whether to seek a shareholder vote to approve the proposed Business Combination. If a shareholder vote is not required and we do not decide to hold a shareholder vote for business or other legal reasons, we will, pursuant to our amended and restated memorandum and articles of association: ● conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E under the Exchange Act, which regulate issuer tender offers; and ● file tender offer documents with the SEC prior to completing our initial Business Combination which contain substantially the same financial and other information about the initial Business Combination and the redemption rights as is required under Regulation 14A under the Exchange Act, which regulates the solicitation of proxies. Upon the public announcement of our initial Business Combination, we or our initial shareholders will terminate any plan established in accordance with Rule 10b5-1 to purchase our ordinary shares in the open market if we elect to redeem our Public Shares through a tender offer, to comply with Rule 14e-5 under the Exchange Act. 9 In the event that we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial Business Combination until the expiration of the tender offer period. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial Business Combination. If, however, shareholder approval of the transaction is required by law or stock exchange listing requirement, or we decide to obtain shareholder approval for business or other legal reasons, we will, pursuant to our amended and restated memorandum and articles of association: ● conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A under the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and ● file proxy materials with the SEC. In the event that we seek shareholder approval of our initial Business Combination, we will distribute proxy materials and, in connection therewith, provide our public shareholders with the redemption rights described above upon completion of the initial Business Combination. If we seek shareholder approval, we will complete our initial Business Combination only if we obtain the approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who hold the outstanding ordinary shares and who attend and vote in favor of the Business Combination, at a general meeting of our company. A quorum for such meeting will consist of the holders present in person or by proxy of issued and outstanding shares of the Company representing a simple majority of the voting power of all issued and outstanding ordinary shares of the Company entitled to vote at such meeting. Our initial shareholders will count toward this quorum and have agreed to vote their Founder Shares, Private Placement Units and any Public Shares purchased during or after the IPO in favor of our initial Business Combination. We intend to give approximately 20 days (but not less than 5 clear days) prior written notice of any such meeting, if required, at which a vote shall be taken to approve our initial Business Combination. These quorum and voting thresholds, and the voting agreements of our initial shareholders, may make it more likely that we will consummate our initial Business Combination. Each public shareholder may elect to redeem its Public Shares irrespective of whether it votes for or against the proposed transaction, and irrespective of whether it does not vote or abstains from voting its shares. In the event the aggregate cash consideration we would be required to pay for all ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed Business Combination exceed the aggregate amount of cash available to us, we will not complete the Business Combination or redeem any shares, and all ordinary shares submitted for redemption will be returned to the holders thereof. Limitation on Redemption upon Completion of Initial Business Combination if We Seek Shareholder Approval Notwithstanding the foregoing, if we seek shareholder approval 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 amended and restated memorandum and articles of association provides 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” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to Excess Shares. We believe this restriction will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights against a proposed Business Combination as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. By limiting our shareholders’ ability to redeem no more than 15% of the shares sold in the IPO, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial Business Combination, particularly in connection with a Business Combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, our amended and restated memorandum and articles of association does not restrict our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial Business Combination. 10 Tendering Share Certificates in Connection with a Tender Offer or Redemption Rights We may require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents mailed to such holders, or up to two business days prior to the vote on the proposal to approve the Business Combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option. The tender offer or proxy materials, as applicable, that we will furnish to holders of our Public Shares in connection with our initial Business Combination will indicate whether we are requiring public shareholders to satisfy such delivery requirements. Accordingly, a public shareholder would have from the time we send out our tender offer materials until the close of the tender offer period, or up to two days prior to the vote on the Business Combination if we distribute proxy materials, as applicable, to tender its shares if it wishes to seek to exercise its redemption rights. Given the relatively short exercise period, it is advisable for shareholders to use electronic delivery of their Public Shares. There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC System. The transfer agent will typically charge the tendering broker for this service and it would be up to the broker whether or not to pass this cost on to the redeeming holder. The need to deliver shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated. Any request to redeem such shares, once made, may be withdrawn at any time up to the date set forth in the tender offer materials or the date of the shareholder meeting set forth in our proxy materials, as applicable. Furthermore, if a holder of a Public Share delivered its certificate in connection with an election of redemption rights and subsequently decides prior to the applicable date not to elect to exercise such rights, such holder may simply request that the transfer agent return the certificate (physically or electronically). It is anticipated that the funds to be distributed to holders of our Public Shares electing to redeem their shares will be distributed promptly after the completion of our initial Business Combination. If our initial Business Combination is not approved or completed for any reason, then our public shareholders who elected to exercise their redemption rights would not be entitled to redeem their shares for the applicable pro rata share of the Trust Account. In such case, we will promptly return any shares delivered by public holders who elected to redeem their shares. Comparison of Redemption or Purchase Prices in Connection with Our Initial Business Combination and if We Fail to Complete Our Initial Business Combination The following table compares the redemptions and other permitted purchases of Public Shares that may take place in connection with the completion of our initial Business Combination and if we are unable to complete our initial Business Combination within the Combination Period. Redemptions in Connection with our Initial Business Combination Other Permitted Purchases of Public Shares by us or our Affiliates Redemptions if we fail to Complete an Initial Business Combination Calculation of redemption price Redemptions at the time of our initial Business Combination may be made pursuant to a tender offer or in connection with a shareholder vote. The redemption price will be equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation, including interest earned and not previously released to us, divided by the number of then outstanding Public Shares. If we seek shareholder approval, our initial shareholders or their affiliates may purchase shares in privately negotiated transactions or in the open market prior to or following completion, but only at a price no higher than the price offered through our redemption process. If we are unable to complete our initial Business Combination within the Combination Period, we will redeem all Public Shares at a per-share price equal to the aggregate amount then on deposit in the Trust Account (less up to $100,000 of interest to pay liquidation and dissolution expenses), divided by the number of then outstanding Public Shares. 11 Creditors’ Claims Against the Trust Account Although we will seek to have all vendors, service providers, prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest and claim of any kind in or to any monies held in the Trust Account for the benefit of our public shareholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the Trust Account, including but not limited to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the Trust Account for any reason. Our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below $10.00 per Public Share (or such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, due to reductions in value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes), except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under our indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, then our Sponsor will not be responsible to the extent of any liability for such third party claims. We have not independently verified whether our Sponsor has sufficient funds to satisfy its indemnity obligations and believe that our Sponsor’s only assets are securities of our company. We have not asked our Sponsor to reserve for such indemnification obligations. If we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the Trust Account, we cannot assure you we will be able to return $10.00 per share to our public shareholders. Additionally, if we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover some or all amounts received by our shareholders. Our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or may have acted in bad faith, thereby exposing itself and our company to claims of punitive damages, by paying public shareholders from the Trust Account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons. Status as a Public Company We believe our structure will make us an attractive Business Combination partner to target businesses. As an existing public company, we offer a target business an alternative to the traditional initial public offering through a merger or other Business Combination. In this situation, the owners of the target business would exchange their shares in the target business for our shares or for a combination of our shares and cash, allowing us to tailor the consideration to the specific needs of the sellers. Although there are various costs and obligations associated with being a public company, we believe target businesses will find this method a more certain and cost effective method to becoming a public company than the typical initial public offering. In a typical initial public offering, there are additional expenses incurred in marketing, road show and public reporting efforts that may not be present to the same extent in connection with a Business Combination with us. 12 Furthermore, once a proposed Business Combination is completed, the target business will have effectively become public, whereas an initial public offering is always subject to the underwriters’ ability to complete the offering, as well as general market conditions, which could delay or prevent the offering from occurring or could have negative valuation consequences. Once public, we believe the target business would then have greater access to capital and an additional means of providing management incentives consistent with shareholders’ interests. We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of the IPO, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates exceeds $250 million as of the end of that year’s second fiscal quarter, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the end of that year’s second fiscal quarter. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible. Financial Position With funds in the Trust Account available for a Business Combination initially anticipated to be $10.00 per Public Share, we offer a target business a variety of options such as creating a liquidity event for its owners, providing capital for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt or leverage ratio. Because we are able to complete our initial Business Combination using our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to the target business to fit its needs and desires. However, we have not taken any steps to secure third-party financing and there can be no assurance it will be available to us. Periodic Reporting and Financial Information We have registered our Units, Class A ordinary shares, warrants, and rights under the Exchange Act and as a result, have reporting obligations, including the requirement that we file annual, quarterly and current reports with the SEC. In accordance with the requirements of the Exchange Act, our annual reports will contain financial statements audited and reported on by our independent registered public accountants. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial Business Combination. We will provide shareholders with audited financial statements of the prospective target business as part of the proxy solicitation or tender offer materials, as applicable, sent to shareholders. These financial statements may be required to be prepared in accordance with, or reconciled to, GAAP or IFRS, depending on the circumstances, and the historical financial statements may be required to be audited in accordance with the standards of the PCAOB. These financial statement requirements may limit the pool of potential target businesses we may acquire because some targets may be unable to provide such statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial Business Combination within the prescribed time frame. 13 We will be required to evaluate our internal control procedures for the fiscal year ending December 31, 2025 as required by the Sarbanes-Oxley Act. Only in the event we are deemed to be a large accelerated filer or an accelerated filer and no longer qualify as an emerging growth company will we be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls. The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition. We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Cayman Islands Companies Act. Legal Proceedings There is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team in their capacity as such. Risk Factors Summary An investment in our securities involves a high degree of risk. The occurrence of one or more of the events or circumstances described in the section entitled “Risk Factors,” alone or in combination with other events or circumstances, may materially adversely affect our business, financial condition and operating results. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. Such risks include, but are not limited to, the following: ● Our public shareholders may not be afforded an opportunity to vote on our proposed initial Business Combination, which means we may complete our initial Business Combination even though a majority of our public shareholders do not support such a combination. ● If we seek shareholder approval of our initial Business Combination, our initial shareholders have agreed to vote their Founder Shares and Private Placement Units in favor of such initial Business Combination, regardless of how our public shareholders vote. ● Your only opportunity to affect the investment decision regarding a potential Business Combination may be limited to the exercise of your right to redeem your shares from us for cash, unless we seek shareholder approval of the initial Business Combination. ● The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable initial Business Combination or optimize our capital structure. ● The requirement that we complete our initial Business Combination within the Combination Period may give potential target businesses leverage over us in negotiating an initial Business Combination and may decrease our ability to conduct due diligence on potential initial Business Combination targets as we approach our dissolution deadline. ● We may not be able to complete our initial Business Combination within the prescribed time frame, in which case we would cease all operations except for the purpose of winding up. ● You will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to sell your Public Shares, warrants, or rights, potentially at a loss. ● If we seek shareholder approval of our initial Business Combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of shareholders are deemed to hold in excess of 15% of our ordinary shares, you will lose the ability to redeem all such shares in excess of 15% of our ordinary shares. ● Because of our limited resources and the significant competition for Business Combination opportunities, it may be more difficult for us to complete our initial Business Combination, and our warrants and rights will expire worthless if we do not. ● Although we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may enter into our initial Business Combination with a target that does not meet such criteria and guidelines. 14 ● Because we are not limited to a particular industry or geographic region, you will be unable to ascertain the merits or risks of any particular target business’s operations. ● If our initial Business Combination involves a company organized under the laws of a state of the United States, it is possible a 1% U.S. federal excise tax will be imposed on us in connection with redemptions of our ordinary shares after or in connection with such initial Business Combination. ● We may issue additional ordinary shares or preference shares to complete our initial Business Combination or under an employee incentive plan after completion of our initial Business Combination, which would dilute the interest of our shareholders and likely present other risks. ● Our officers and directors may allocate their time to other businesses and may become officers or directors of other special purpose acquisition companies, thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. ● 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 and smaller reporting companies, this could make our securities less attractive to investors. Sector and Geographic Focus We intend to take a broad, generalist approach to sourcing an initial Business Combination. We are not limited to target businesses in any specific industry, sector, or geographic location. We believe our generalist approach gives us a wide initial aperture, which we will filter to potential targets by qualitative factors and specific attributes. This flexibility allows us to dynamically adjust our focus as market conditions evolve. We intend to focus primarily on businesses headquartered or operating primarily in North America, although we may consider targets in other geographies if we believe they present compelling opportunities. We believe that companies with enterprise values between $500 million and $5 billion represent particularly attractive targets for us, as they are often underserved by traditional M&A advisory processes and may benefit significantly from accessing the public capital markets through our SPAC structure. We will seek businesses that we believe are at an inflection point and have the potential to achieve meaningful scale following our Business Combination. We intend to bring operational, strategic, and capital markets expertise to bear in helping these businesses reach their full potential as public companies. Our management team will work actively with the management of any target businesses to help them navigate the transition to public company status and create long-term shareholder value. Acquisition Criteria We have established the criteria and guidelines listed below in accordance with our strategy, which we believe are important in evaluating prospective target businesses. However, we may decide to enter into our initial Business Combination with a target business that does not meet these criteria and guidelines. ● Competitive Position: The target company has a defensible market position in relation to their competitors. This defensibility may come from technology, brand/IP, scale, or talent, among other attributes. ● Management Team: The management team of the target company can execute on compelling growth strategies and/or recruit talented individuals to help execute the business strategy. ● Inflection Point: The target company is at an inflection point, and the expertise of our management team combined with capital can improve financial performance. ● Unrecognized Value: The target company is undervalued relative to market comps and/or as evaluated by our management team of seasoned public company officers and experts. We believe we can help the target company evaluate and improve its strategy and corporate governance, leading to successful value creation. ● Growth: The target company is in a position to increase its growth rates, whether organically or inorganically, and our management team can help to accelerate that growth through supporting innovation of additional products or services or advising on strategic transactions. ● Scalable Platform: The target company participates in markets of sufficient scale with the potential to achieve meaningful scale after the Business Combination, organically or through add-on acquisitions. ● Risk-Adjusted Return: We believe that an acquisition of the target company will offer our shareholders attractive risk-adjusted returns on their investments. 15 These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial Business Combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. Due Diligence In evaluating a prospective target business, we expect to conduct a thorough due diligence review that will encompass, among other things, meetings with incumbent management and employees, document reviews, inspection of facilities, as well as a review of financial and other information that will be made available to us. We will also utilize our operational and management capabilities in connection with our evaluation of prospective targets. We are not required to obtain an opinion from an independent investment banking firm that is a member of FINRA or from an independent accounting firm as to the fair market value of our initial Business Combination, unless our Board cannot independently determine that the target business has a sufficient fair market value, or if we are acquiring a target that is affiliated with a member of our management or Board. Competition In identifying, evaluating and selecting a target business for our initial Business Combination, we may encounter intense competition from other entities having a business objective similar to ours, including other blank check companies, private equity groups, leveraged buyout funds, and operating businesses seeking strategic acquisitions. Many of these entities are well established and have extensive experience identifying and effecting business combinations directly or through affiliates. Moreover, many of these competitors possess greater financial, technical, human and other resources than us. Our ability to acquire larger target businesses will be limited by our available financial resources. This inherent limitation gives others an advantage in pursuing the acquisition of a target business. Furthermore, our obligation to pay cash in connection with our public shareholders who exercise their redemption rights may reduce the resources available to us for our initial Business Combination. Either of these factors may place us at a competitive disadvantage in successfully negotiating an initial Business Combination. Conflicts of Interest Certain of our directors and officers have fiduciary or contractual duties to certain other companies in which they have invested or advised. These entities may compete with us for acquisition opportunities. If these entities decide to pursue any such opportunity, we may be precluded from pursuing such opportunities. None of the members of our management team who are also employed by our Sponsor or its affiliates have any obligation to present us with any opportunity for a potential Business Combination of which they become aware, subject to his or her fiduciary duties under Cayman Islands law. Our management team, in their capacities as members, officers or employees of our Sponsor or its affiliates or in their other endeavors, may choose to present potential business combinations to related entities, current or future entities affiliated with or managed by our Sponsor, or third parties, before they present such opportunities to us, subject to their fiduciary duties under Cayman Islands law. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by applicable law, no officer or director shall have any duty to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us.