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Item 1A. Risk Factors

2026-03-25 compared with 2025-03-21 · 385 added, 162 removed, 3 unchanged (99% of the section changed)

Risk Factors.

a smaller reporting company under Rule 12b-2 of the Exchange Act, we are not required to include risk factors in this Report.

the following is a partial list of material risks, uncertainties and other factors that could have a material effect on us and our operations:

we are a blank check company and an early-stage company with no revenue or basis to evaluate our ability to select a suitable business target;

not be able to select an appropriate target business or businesses and complete our initial Business Combination within the Combination

our expectations

around the performance of a prospective target business or businesses may not be realized;

not be successful in retaining or recruiting required officers, key employees or directors following our initial Business Combination;

our officers and directors may have difficulty allocating their time between our Company and other businesses and may potentially have conflicts of interest with our business or in approving our initial Business Combination;

we may not be able to obtain additional financing to complete our initial Business Combination or reduce the number of Public Shareholders requesting redemption;

we may issue our Ordinary Shares to investors in connection with our initial Business Combination at a price that is less than the prevailing market price of our Ordinary Shares at that time;

our shareholders may not be given the opportunity to choose the initial Business Combination target or to vote on the initial Business Combination;

Account funds may not be protected against third-party claims or bankruptcy;

an active market for our public securities may not continue and our shareholders may have limited liquidity and trading;

our financial

performance following a Business Combination with an entity may be negatively affected by their lack of an established record

of revenue, cash flows and experienced management;

may be more competition to find an attractive target for an initial Business Combination, which could increase the costs associated

with completing our initial Business Combination and may result in our inability to find a suitable target;

changes in the market for directors’ and officers’ liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial Business Combination;

attempt to simultaneously complete Business Combinations with multiple prospective targets, which may hinder our ability to complete

our initial Business Combination and give rise to increased costs and risks that could negatively impact our operations and profitability;

we may engage one or more of the underwriters of the Initial Public Offering or one of their respective affiliates to provide additional services to us after the Initial Public Offering, which may include acting as a financial advisor in connection with an initial Business Combination or as placement agent in connection with a related financing transaction.

The underwriters of the Initial Public Offering are entitled to receive deferred underwriting commissions that will be released from the Trust Account only upon completion of an initial Business Combination.

These financial incentives may cause them to have potential conflicts of interest in rendering any such additional services to us after the Initial Public Offering, including, for example, in connection with the sourcing and consummation of an initial Business Combination;

attempt to complete our initial Business Combination with a private company about which little information is available, which may

result in a Business Combination with a company that is not as profitable as we suspected, if at all;

since the Sponsor will lose its entire investment in us if our initial Business Combination is not completed (other than with respect to any Public Shares they may acquire during or after the Initial Public Offering), and because our Sponsor, officers and directors may profit substantially even under circumstances in which our Public Shareholders would experience losses in connection with their investment, a conflict of interest may arise in determining whether a particular Business Combination target is appropriate for our initial Business Combination;

of the Founder Shares following completion of our initial Business Combination is likely to be substantially higher than the nominal

price paid for them, even if the trading price of our Public Shares at such time is substantially less than $10.00 per Public Share;

could be wasted in researching acquisitions that are not completed, which could materially adversely affect subsequent attempts to

locate and acquire or merge with another business.

If we have not completed our initial Business Combination within the Combination

Period, our Public Shareholders may receive only approximately $10.00 per Public Share, or less than such amount in certain circumstances,

As a smaller reporting company under Rule 12b-2 of the Exchange Act, we

are not required to include risk factors in this Report.

However, the following are brief descriptions of material risks, uncertainties

and other factors that could have a material effect on us and our operations:

Relating to our Search for, and Consummation of or Inability to Consummate, a Business Combination

we are a blank check company with no operating history and no operating revenues, and our shareholders have a limited basis on which to

evaluate our ability to achieve our business objective, which is completing an initial Business Combination;

be able to complete our initial Business Combination within the Combination Period, in which case we would liquidate and redeem our

Public Shares;

Business Combination opportunities with a high degree of complexity that require significant operational improvements, which could

delay or prevent us from achieving our desired results;

we may be unable

to obtain additional financing to complete our initial Business Combination or to fund the operations and growth of a target business,

which could compel us to restructure or abandon a particular Business Combination;

we may issue our Ordinary Shares to our shareholders in connection with

our initial Business Combination at a price that is less than the prevailing market price of our Ordinary Shares at that time;

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;

as the number

of SPACs evaluating targets increases, attractive targets may become scarcer and there may be more competition for attractive targets,

or such attractive targets may not be interested in consummating a Business Combination with a SPAC due to a negative public perception

of mergers involving SPACs.

This could increase the cost of our initial Business Combination and could even result in our inability

to find a target or to consummate an initial Business Combination;

we may attempt

to simultaneously complete Business Combinations with multiple prospective targets, which may hinder our ability to complete our

initial Business Combination and give rise to increased costs and risks that could negatively impact our operations and profitability;

we may engage

the Underwriters or one of their respective affiliates to provide additional services to us after the Initial Public Offering, which

may include acting as mergers and acquisitions advisor in connection with an initial Business Combination or as placement agent in

connection with a related financing transaction.

The Underwriters are entitled to receive the Deferred Fee that will be released

from the Trust Account only upon completion of an initial Business Combination.

These financial incentives may cause the Underwriters

to have potential conflicts of interest in rendering any such additional services to us after the Initial Public Offering, including,

for example, in connection with the sourcing and consummation of an initial Business Combination;

we may attempt

to complete our initial Business Combination with a private company about which little information is available, which may result

in a Business Combination with a company that is not as profitable as we suspected, if at all;

resources could

be wasted on researching Business Combinations targets that are not completed, which could materially adversely affect subsequent

attempts to locate and acquire or merge with another business.

If we have not completed our initial Business Combination within the

Combination Period, our Public Shareholders may receive only the Redemption Price, or less than such amount in certain circumstances,

on the liquidation of our Trust Account and our Warrants will expire worthless;

we may not be able to complete an initial Business Combination with

certain potential target companies if a proposed transaction with the target company may be subject to review or approval by regulatory

authorities pursuant to certain U.S.

or foreign laws or regulations, including the Committee on Foreign Investment in the United States;

recent fluctuations in inflation and interest rates in the United States and elsewhere could make it more difficult for us to consummate an initial Business Combination;

developments affecting the financial services industry, including events or concerns involving liquidity, defaults or non-performance

by financial institutions, could adversely affect our business, financial condition or results of operations, or our prospects;

military or other conflicts

in Ukraine, the Middle East, Southeast Asia or elsewhere may lead to increased volume and price volatility for publicly traded securities, or affect

the operations or financial condition of potential target companies, which could make it more difficult for us to consummate an initial

recent fluctuations

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

other conflicts and other disruptions to the equity or debt capital markets, including as a result of inflation in the United States

and elsewhere, may lead to increased volume and price volatility for publicly traded securities, or affect the operations or financial

condition of potential target companies, which could make it more difficult for us to consummate an initial Business Combination;

laws or regulations (including the adoption of policies by governing administrations), 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;

international trade policies, tariffs and treaties affecting imports and exports may have a material adverse effect on our search

for an initial Business Combination target or the performance or business prospects of a post-Business Combination company;

adverse developments

affecting the financial services industry, including events or concerns involving liquidity, defaults or non-performance by financial

institutions, could adversely affect our business, financial condition or results of operations, or our Business Combination prospects;

cyber incidents

or attacks directed at us or third parties could result in information theft, data corruption, operational disruption and/or financial

loss, as well as impact our ability to consummate an initial Business Combination;

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;

shareholder approval of our initial Business Combination, our Sponsor and Management Team have agreed to vote in favor of such initial

Business Combination, regardless of how our Public Shareholders vote.

As such, under certain circumstances, we may not need any Public

Shares in addition to Founder Shares to be voted in favor of our initial Business Combination to approve an initial Business Combination;

Shareholders’ only opportunity to effect their investment decision regarding a potential Business Combination may be limited

to the exercise of their right to redeem their Public Shares from us for cash;

of our Public Shareholders to redeem their Public Shares for cash may make our financial condition unattractive to potential Business

Combination targets, which may make it difficult for us to enter into a Business Combination with a target;

of our Public Shareholders to exercise redemption rights with respect to a large number of our Ordinary Shares and the payment of

the Deferred Fee may not allow us to complete the most desirable Business Combination or optimize our capital structure, and may

materially dilute Public Shareholders’ investment in us;

of our Public Shareholders to exercise redemption rights with respect to a large number of our Ordinary Shares could increase the

probability that our initial Business Combination would be unsuccessful and that our Public Shareholders would have to wait for liquidation

in order to redeem their Public Shares;

the requirement

that we complete our initial Business Combination within the Combination Period may give potential target businesses leverage over

us in negotiating a Business Combination and may limit the time we have in which to conduct due diligence on potential Business Combination

targets, in particular as we approach the end of the Combination Period, which could undermine our ability to complete our initial

Business Combination on terms that would produce value for our shareholders;

we may decide

not to extend the Combination Period, in which case we would liquidate and redeem our Public Shares, and the Warrants would be worthless;

shareholder approval of our initial Business Combination, our Sponsor, directors, officers, advisors and their respective affiliates

may elect to purchase Public Shares or Public Warrants from Public Shareholders, which may influence a vote on a proposed Business

Combination and reduce the public “float” of our Public Shares or Public Warrants;

Shareholder fails to receive notice of our offer to redeem their Public Shares in connection with our initial Business Combination,

or fails to comply with the procedures for submitting or tendering their Public Shares, such Public Shares may not be redeemed;

our Public Shareholders will not be entitled to protections normally afforded

to shareholders of other blank check companies subject to Rule 419 of the Securities Act;

shareholder approval of our initial Business Combination and we do not conduct redemptions pursuant to the tender offer rules, and

if a shareholder or a “group” of shareholders are deemed to hold in excess of 15% of our Class A Ordinary Shares, they

may lose the ability to redeem all such Public Shares in excess of 15% of our Class A Ordinary Shares;

our limited resources and the significant competition for Business Combination opportunities, it may be more difficult for us to

complete our initial Business Combination.

If we are unable to complete our initial Business Combination, our Public Shareholders

may receive only their pro rata portion of the funds in the Trust Account that are available for distribution to Public Shareholders,

and our Warrants will expire worthless;

proceeds of the Initial Public Offering and Private Placement not being held in the Trust Account are insufficient to allow us to

operate for at least the duration of the Combination Period, 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 Sponsor or Management

Team to fund our search and to complete our initial Business Combination;

if we are unable

to consummate our initial Business Combination within the Combination Period, our Public Shareholders may be forced to wait beyond

June 20, 2026 before redemption from our Trust Account;

hold an annual general meeting until after the consummation of our initial Business Combination, which could delay the opportunity

for our Public Shareholders to discuss company affairs with Management, and the holders of our Class A Ordinary Shares will not have

the right to vote on the appointment or removal of directors or continuing our Company in a jurisdiction outside the Cayman Islands

until after the consummation of our initial Business Combination;

holders of our Class B Ordinary Shares have the right to vote on the appointment of directors prior to the consummation of the

initial Business Combination, Nasdaq considers us to be a “controlled company” within the meaning of the Nasdaq Rules

and, as a result, we may qualify for exemptions from certain corporate governance requirements;

controls the appointment of our Board of Directors until consummation of our initial Business Combination and holds a substantial

interest in us.

As a result, it will appoint all of our directors prior to the consummation of our initial Business Combination and

may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that our Public Shareholders do

are neither limited to evaluating a target business in a particular industry sector nor have we selected any target businesses with

which to pursue our initial Business Combination, our shareholders are unable to ascertain the merits or risks of any particular

target business’ operations;

Business Combination opportunities in industries or sectors that may be outside of our Management’s areas of expertise;

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, and as a result, the target

business with which we enter into our initial Business Combination may not have attributes entirely consistent with our general criteria

and guidelines;

required to obtain an opinion from an independent investment banking firm or from another independent entity that commonly renders

valuation opinions, and consequently, our shareholders may have no assurance from an independent source that the price we are paying

for the business is fair to our shareholders from a financial point of view;

additional Class A Ordinary Shares or preference shares to complete our initial Business Combination or under an employee incentive

plan after completion of our initial Business Combination.

We may also issue Class A Ordinary Shares upon the conversion of the Founder

Shares at a ratio greater than one-to-one at the time of our initial Business Combination as a result of the anti-dilution provisions

contained therein.

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

other similarly structured SPACs, our Sponsor, officers and directors will receive additional Class A Ordinary Shares if we issue

certain shares to consummate an initial Business Combination;

we may engage

in a Business Combination with one or more target businesses that have relationships with entities that may be affiliated with our

Sponsor, officers, directors or existing holders, which may raise potential conflicts of interest;

notes or other debt securities, or otherwise incur substantial debt, to complete a Business Combination, which may adversely affect

our leverage and financial condition and thus negatively impact the value of our shareholders’ investment in us;

be able to complete one Business Combination with the proceeds of the Initial Public Offering and the Private Placement, which will

cause us to be solely dependent on a single business, and which may have a limited number of products or services.

This lack of diversification

may negatively impact our operations and profitability;

we do not have

a specified maximum redemption threshold.

The absence of such a redemption threshold may make it possible for us to complete our

initial Business Combination when a substantial majority of our Public Shareholders do not agree;

the provisions

of our Amended and Restated Articles that relate to our pre-Business Combination activity (and corresponding provisions governing

the release of funds from our Trust Account) may be amended with a Special Resolution of our shareholders, which is a lower amendment

threshold than that of some other SPACs.

It may be easier for us, therefore, to amend the Amended and Restated Articles to facilitate

the completion of an initial Business Combination that some of our Public Shareholders may not support;

must furnish our shareholders with financial statements of our Business Combination target, we may lose the ability to complete an

otherwise advantageous initial Business Combination with some prospective target businesses;

obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate our initial Business Combination, require

substantial financial and management resources, and increase the time and costs of completing an initial Business Combination;

our initial Business Combination, involves a company organized under the laws of a state of the United States (or any subdivision thereof),

the Excise Tax could be imposed on us in connection with redemptions of our Ordinary Shares after or in connection with such initial

Business Combination;

if our initial Business

Combination involves a company organized under the laws of a state of the United States, it is possible the Excise Tax will be imposed

on us in connection with redemptions of our Ordinary Shares after or in connection with such initial Business Combination;

cyber incidents or attacks

directed at us or third parties could result in information theft, data corruption, operational disruption and/or financial loss;

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;

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;

to mitigate the risk that

we might be deemed to be an investment company for purposes of the Investment Company Act, we may, at any time (based on our Management

Team’s ongoing assessment of all factors related to our potential status under the Investment Company Act), instruct the trustee

to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in an interest-bearing

demand deposit account at a bank until the earlier of the consummation of our initial Business Combination or our liquidation.

a result of such transfer, we could receive less interest on the funds held in the Trust Account than the interest we would have

received pursuant to our original Trust Account investments, which could reduce the dollar amount our Public Shareholders would receive

upon any redemption or our liquidation;

we may seek to extend the

Combination Period, which could have a material adverse effect on the amount held in our Trust Account and other adverse effects

on our Company.

We may seek to extend the Combination Period,

which could reduce the amount held in our Trust Account and have adverse effects on our Company.

If we are unable to consummate

our Initial Business Combination on or before June 20, 2026, we may seek shareholder approval to extend the Combination Period by amending

our Amended and Restated Charter.

In such event, our Public Shareholders will be provided the opportunity to have all or a portion of

their Public Shares redeemed.

Any redemptions will reduce the amount held in our Trust Account, the effect of which may adversely affect

our ability to consummate our initial Business Combination and may also impair our ability to maintain our Nasdaq listing.

We anticipate that our securities will be

suspended from trading on Nasdaq and delisted if we do not consummate our initial Business Combination by June 17, 2027.

Any trading suspension

or delisting could have a material adverse effect on the trading of our securities and may adversely affect our ability to consummate

an initial Business Combination.

Our IPO Registration Statement

was declared effective by the SEC on June 17, 2024 and our securities are currently listed on the Global Market tier of Nasdaq.

to our Amended and Restated Charter, we have until June 20, 2026 to consummate our initial Business Combination.

However, under the Nasdaq

Rules, if a SPAC does not meet the Nasdaq 36-Month Requirement, the SPAC will be subject to a suspension of trading and delisting from

Under the Nasdaq Rules, a

SPAC’s Nasdaq-listed securities will be immediately suspended from trading if the SPAC does not meet the Nasdaq 36-Month Requirement,

and Nasdaq will, at such point, commence delisting procedures.

Although a SPAC can request a hearing before the hearing panel of Nasdaq

(the “Hearing Panel”), the scope of the Hearing Panel’s review is limited.

If a SPAC completes a Business Combination

after receiving a delisting determination by the staff of the Listing Qualifications Department of Nasdaq (a “Staff Delisting Determination”)

and/or demonstrates compliance with all applicable initial listing requirements, the combined company can apply to list its securities

on Nasdaq pursuant to the normal application review process.

The Nasdaq Rules contain a list of deficiencies that would immediately result

in a Staff Delisting Determination, which includes noncompliance with the Nasdaq 36-Month Requirement.

Accordingly, were we to amend our

Amended and Restated Charter to extend the date by which we are permitted to consummate our initial Business Combination, we would still

need to consummate our initial Business Combination on or prior to June 17, 2027 in order to avoid a suspension of our securities from

trading on and delisting from Nasdaq.

If Nasdaq were to suspend our securities from trading and delist our securities, our securities

could potentially be quoted on an over-the-counter market.

Even if our securities are then quoted on an over-the-counter market, our Nasdaq

suspension and delisting could have significant material adverse consequences, including:

● making our securities appear to be less attractive to potential target companies

than the securities of an exchange listed SPAC;

● limited availability of market quotations for our securities;

● reduced liquidity for our securities;

● the possibility that our Class A Ordinary Shares would be deemed “penny

stock,” which will require brokers trading in our Class A Ordinary Shares to adhere to more stringent rules and possibly result

in a reduced level of trading activity in the secondary trading market for our securities;

● limited news and analyst coverage;

● decreased ability to issue additional securities or obtain additional financing

in the future.

In addition, if our securities are delisted from Nasdaq, trading in

our securities, and offers and sales of our securities by us, may be subject to state securities regulation and additional compliance

The share price of the post-Business Combination

company may be less than the Redemption Price (as defined below) of our Public Shares.

Each Unit sold in our Initial

Public Offering at an offering price of $10.00 per Unit consisted of one Public Share and one-half of one Public Warrant.

Of the proceeds

we received from the Initial Public Offering and the Private Placement, $230,000,000 was placed in our Trust Account.

We will provide

our Public Shareholders the opportunity to redeem all or a portion of their Public Shares in connection with the completion of our initial

Business Combination, and potentially upon the occurrence of certain other events prior to our initial Business Combination.

that the pro rata redemption price in any redemption will be approximately $10.28 per Public Share as of December 31, 2024 (the “Redemption

Price”), representing a pro rata portion of our Trust Account without taking into account any interest or other income earned on

such funds (less any withdrawals from such interest or income for taxes paid), although the Redemption Price may be less in certain circumstances.

As a result, Public Shareholders who own our Public Shares on a redemption date can anticipate receiving the Redemption Price in connection

with a redemption for each Public Share that they choose to redeem.

There can be no assurance

that, after our initial Business Combination, our Public Shareholders would be able to sell their shares in the post-Business Combination

company for the Redemption Price, or any higher price.

We have not, as yet, identified a target and are therefore unable to provide any

assurances as to its financial condition, business prospects or potential risks.

It is therefore possible that the share price of the

post-Business Combination company may decline below the Redemption Price.

In recent years, the share prices of many post-Business

Combination companies have fallen following a Business Combination.

As a result, if our Public Shareholders continue to hold shares in

the post-Business Combination company following our initial Business Combination, we cannot assure our shareholders that the trading price

of such shares will be greater than the Redemption Price.

Uncertainty in connection with certain international economic and political

relationships, including the imposition of tariffs on international trade, political disputes, regulatory changes and other international

matters could have a material adverse effect on our ability to identify potential targets and to consummate our initial Business Combination,

and could adversely affect the financial performance of any target, either foreign or domestic.

international economic and political environment is dynamic and subject to change.

There is currently significant uncertainty about

the future economic and political relationships between the United States and a number of other countries.

These uncertainties include,

among other things, the potential imposition of protective tariffs on goods imported from other countries and reciprocal tariffs other

countries may impose on United States products, political disputes that may affect relationships between the United States and other countries

and the imposition of regulatory or other restrictions on trade and commerce.

Any such matters could potentially limit the number of potential

targets we may consider, and could also have a material adverse effect on the financial performance of such potential targets.

things, historical financial performance of companies affected by these international matters may not provide as accurate a barometer

of future performance as would pertain in a more stable economic environment.

additional risks relating to our operations, other than as set forth above, see the section titled “Risk Factors” contained

in our IPO Registration Statement.

Any of these factors could result in a significant or material adverse effect on our results of operations

or financial condition.

Additional risks could arise that may also affect our business or ability to consummate an initial Business Combination.

We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.

there is substantial

doubt about our ability to continue as a “going concern”;

Relating to the Post-Business Combination Company

the share price

of the post-Business Combination company may be less than the Redemption Price of our Public Shares;

and directors of an acquisition candidate may resign upon completion of our initial Business Combination.

The loss of a Business

Combination target’s key personnel could negatively impact the operations and profitability of our post-combination business;

to our completion of our initial Business Combination, we may be required to take write-downs or write-offs, restructuring and impairment

or other charges that could have a significant negative effect on our financial condition, results of operations and the price of

our securities, which could cause our shareholders to lose some or all of their investment;

our Management

may not be able to maintain control of a target business after our initial Business Combination.

We cannot provide assurance that,

upon loss of control of a target business, new management will possess the skills, qualifications or abilities necessary to profitably

operate such business;

a limited ability to assess the management of a prospective target business and, as a result, may affect our initial Business Combination

with a target business whose management may not have the skills, qualifications or abilities to manage a public company;

Business Combination and our structure thereafter may not be tax-efficient to our shareholders and Warrant holders.

As a result of

our Business Combination, our tax obligations may be more complex, burdensome and/or uncertain;

Relating to Acquiring or Operating a Business in Foreign Countries

be able to complete an initial Business Combination because such initial Business Combination may be subject to regulatory review

and approval requirements, including foreign investment regulations and review by government entities such as the Committee on Foreign

Investment in the United States, or may be ultimately prohibited;

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 may reincorporate

in, or transfer by way of continuation to, another jurisdiction, which may result in taxes imposed on our shareholders or Warrant

we may reincorporate

in or transfer by way of continuation to another jurisdiction in connection with our initial Business Combination, and the laws of

such jurisdiction may govern some or all of our future material agreements and we may not be able to enforce our legal rights;

we are subject

to changing law and regulations regarding regulatory matters, corporate governance and public disclosure that have increased both

our costs and the risk of non-compliance;

if our Management

Team following our initial Business Combination is unfamiliar with United States securities laws, they may have to expend time and

resources becoming familiar with such laws, which could lead to various regulatory issues;

exchange rate

fluctuations and currency policies may cause a target business’ ability to succeed in the international markets to be diminished;

after our initial

Business Combination, substantially all of our assets may be located in a foreign country and substantially all of our revenue will

be derived from our operations in such country.

Accordingly, our results of operations and prospects will be subject, to a significant

extent, to the economic, political and legal policies, developments and conditions in the country in which we operate;

Relating to our Management Team

and directors allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much

time to devote to our affairs.

This conflict of interest could have a negative impact on our ability to complete our initial Business

the market for directors’ and officers’ liability insurance could make it more difficult and more expensive for us to

negotiate and complete an initial Business Combination;

have sufficient funds to satisfy indemnification claims of our directors and officers;

past performance

by our Management Team, our advisors and their respective affiliates, including investments and transactions in which they have participated

and businesses with which they have been associated, may not be indicative of future performance of an investment in our Company;

we are dependent

upon our officers and directors and their loss, or a reduction in the amount of time they can dedicate to our initial Business Combination,

could adversely affect our ability to operate;

to successfully effect our initial Business Combination and to be successful thereafter is dependent upon the efforts of our key

personnel, some of whom may join us following our initial Business Combination.

The loss of key personnel could negatively impact

the operations and profitability of our post-combination business;

the ownership

interest of our Sponsor may change, and our Sponsor may divest its ownership interest in us before identifying a Business Combination,

which could deprive us of key personnel and advisors;

our key personnel

may negotiate employment or consulting agreements with a target business in connection with a particular Business Combination, and

a particular Business Combination may be conditioned on the retention or resignation of such key personnel.

These agreements may

provide for them to receive compensation following our initial Business Combination and as a result, may cause them to have conflicts

of interest in determining whether a particular Business Combination is the most advantageous;

and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities,

including other blank check companies, and, accordingly, may have conflicts of interest in allocating their time and in determining

to which entity a particular business opportunity should be presented;

our Management Team and Board of Directors have significant experience as founders, board members, officers, executives or employees

of other companies.

Certain of those persons have been, are currently, or may become, involved in litigation, investigations or other

proceedings, including related to those companies or otherwise.

This may have an adverse effect on us, which may impede our ability

to consummate an initial Business Combination;

our Management Team and affiliated companies may have been, and may in the future be, involved in civil disputes or governmental

investigations unrelated to our business;

Relating to our Securities and Shareholder Rights

the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, we may, at any time (based

on our Management Team’s ongoing assessment of all factors related to our potential status under the Investment Company Act),

instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust

Account in an interest-bearing demand deposit account at a bank until the earlier of the consummation of our initial Business Combination

or our liquidation.

As a result, following the liquidation of investments in the Trust Account, we will likely receive less interest

on the funds held in the Trust Account than we would have had the Trust Account remained as initially invested, such that our Public

Shareholders would receive less upon any redemption or liquidation of our Company than what they would have received had the investments

not been liquidated;

Shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption

of their Public Shares;

if third parties

bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received

by Public Shareholders may be less than the Redemption Price;

our directors

may decide not to enforce the indemnification obligations of our Sponsor, resulting in a reduction in the amount of funds in the

Trust Account available for distribution to our Public Shareholders;

the securities

in which we invest the funds held in the Trust Account could bear a negative rate of interest, which could reduce the interest income

available for payment of taxes or reduce the value of the assets held in the Trust Account such that the per-share redemption amount

received by Public Shareholders may be less than the Redemption Price;

distributing the proceeds in the Trust Account to our Public Shareholders, we file a bankruptcy or insolvency petition or an involuntary

bankruptcy or insolvency petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have

priority over the claims of our shareholders and the per-share amount that would otherwise be received by our Public Shareholders

in connection with our liquidation may be reduced;

distribute the proceeds in the Trust Account to our Public Shareholders, we file a bankruptcy or insolvency petition or an involuntary

bankruptcy or insolvency petition is filed against us that is not dismissed, a liquidator or a bankruptcy, insolvency or other court

may seek to recover such proceeds, and the members of our Board of Directors may be viewed as having breached their fiduciary duties

to us or our creditors, thereby exposing the members of our Board of Directors and us to claims of punitive damages;

an active market

for our public securities may not continue, which would adversely affect the liquidity and price of our securities, and our shareholders

may have limited liquidity and trading;

since our Sponsor,

directors and officers and any other holder of our Founder Shares will lose their entire investment in us if our initial Business

Combination is not completed (other than with respect to any Public Shares they may acquire during or after the Initial Public Offering),

and because our Sponsor, officers and directors and any other holder of our Founder Shares may profit substantially even under circumstances

in which our Public Shareholders would experience losses in connection with their investment, a conflict of interest may arise in

determining whether a particular Business Combination target is appropriate for our initial Business Combination;

the Founder Shares following completion of our initial Business Combination is likely to be substantially higher than the nominal

price paid for them, even if the trading price of our Public Shares at such time is substantially less than the Redemption Price;

Nasdaq may delist our securities from trading on its exchange, which could

limit our shareholders’ ability to make transactions in our securities and subject us to additional trading restrictions;

Shareholders do not have any rights or interests in funds from the Trust Account, except under certain limited circumstances.

to liquidate their investment, they may be forced to sell their Public Shares or Public Warrants, potentially at a loss;

paid an aggregate of $25,000, or approximately $0.003 per Founder Share and, accordingly, our Public Shareholders experience immediate

and substantial dilution from the purchase of our Class A Ordinary Shares;

purchase price paid by our Sponsor for the Founder Shares may result in significant dilution to the implied value of the Public Shares

upon the consummation of our initial Business Combination, and our Sponsor is likely to make a substantial profit on its investment

in us in the event we consummate an initial Business Combination, even if the Business Combination causes the trading price of our

Ordinary Shares to materially decline;

are incorporated under the laws of the Cayman Islands, our shareholders may face difficulties in protecting their interests, and

their ability to protect their rights through the U.S.

Federal courts may be limited;

after our initial

Business Combination, it is possible that a majority of our directors and officers will live outside the United States and all

of our assets will be located outside the United States;

therefore, shareholders may not be able to enforce federal securities

laws or their other legal rights;

in our Amended and Restated Articles 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;

and Restated Articles provide that the courts of the Cayman Islands will be the exclusive forums for certain disputes between us

and our shareholders, which could limit our shareholders’ ability to obtain a favorable judicial forum for complaints against

us or our directors, officers or employees;

whether a redemption

of Public Shares will be treated as a sale of such Class A Ordinary Shares for U.S.

federal income tax purposes will depend

on a shareholder’s specific facts;

the terms of the Public Warrants in a manner that may be adverse to holders of Public Warrants with the approval by the holders of

at least 50% of the then outstanding Public Warrants.

As a result, the exercise price of the Public Warrants could be increased,

the exercise period could be shortened and the number of Class A Ordinary Shares purchasable upon exercise of a Public Warrant

could be decreased, all without shareholder approval;

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;

of the Warrant Agreement may make it more difficult for us to consummate an initial Business Combination;

may have an adverse effect on the market price of our Class A Ordinary Shares and make it more difficult to effectuate our initial

Business Combination;

Unit contains one-half of one Warrant and only a whole Warrant may be exercised, the Units may be worth less than units of other

Warrant holders

will not be permitted to exercise their Warrants unless we register and qualify the underlying Class A Ordinary Shares or certain

exemptions are available;

only be able to exercise Public Warrants on a “cashless basis” under certain circumstances, and if they do so, they will

receive fewer Class A Ordinary Shares from such exercise than if they were to exercise such Public Warrants for cash;

Class A Ordinary Shares are not entitled to vote on continuing our Company in a jurisdiction outside of the Cayman Islands;

registration rights to our Sponsor and other holders of our Private Placement Units (and their underlying securities) may make it

more difficult to complete our initial Business Combination, and the future exercise of such rights may adversely affect the market

price of our Class A Ordinary Shares;

passive foreign investment company, which could result in adverse United States federal income tax consequences to our U.S.

shareholders;

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;

to extend the Combination Period, which could have a material adverse effect on the amount held in our Trust Account and other adverse

effects on our Company.

For more detailed descriptions of these and other risks relating to our

Company, see the section titled “Risk Factors” contained in our (i) IPO Registration Statement, (ii) 2024 Annual Report and

(iii) Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2025 and September

30, 2025, as filed with the SEC on and May 13, 2025 and November 12, 2025, respectively.

As of the date of this Report, there have been no material changes with respect to those risk factors ,

other than as set forth below.

Any of these previously disclosed risk factors could result in a significant or material adverse

effect on our results of operations or financial condition.

Additional risks not presently known to us or that we currently deem immaterial

may also affect our ability to consummate an initial Business Combination.

We may disclose changes to such risk factors or disclose additional

risk factors from time to time in our future filings with the SEC.

agreements related to the Initial Public Offering may be amended, or their provisions waived, without shareholder approval.

of the agreements related to the Initial Public Offering to which we are a party may be amended, or their provisions waived, without

shareholder approval.

Such agreements include the (i) Underwriting Agreement, (ii) the Letter Agreement, (iii) the Registration Rights

Agreement, (iii) the Private Placement Warrants Purchase Agreements and (iv) the Administrative Services Agreement.

These agreements

contain various provisions that our Public Shareholders might deem to be material.

For example, our Letter Agreement and the Underwriting

Agreement contain certain lock-up provisions with respect to the Founder Shares and other securities held by our Sponsor, officers and

directors, subject to certain exceptions.

Amendments or waivers to such agreements would require the consent of the applicable parties

thereto and, in certain cases, the consent of the Underwriters.

Any such modification, such as an amendment to shorten lock-up restrictions,

may benefit our Sponsor, officers and/or directors.

Any such amendments would not require approval from our shareholders, may result

in the completion of our initial Business Combination that may not otherwise have been possible, and may have an adverse effect on the

value of an investment in our securities.

For example, although we would not amend lock-up provisions to permit securities held by our

Sponsor to be freely sold prior to our initial Business Combination, we may amend such provisions to permit them to be freely sold after

the Business Combination earlier than they would otherwise be permitted, which may have an adverse effect on the price of our securities.

Our ability to complete an initial Business

Combination may be adversely affected by various factors, many of which are beyond our control.

current global geopolitical conditions.

Our ability to complete an

initial Business Combination may be adversely affected by various factors, many of which are beyond our control.

Our ability to consummate

an initial Business Combination could be impacted by, among other things, changes in laws or regulations, downturns in the financial markets

or in economic conditions, inflation, fluctuations in interest rates, increases in tariffs, supply chain disruptions, declines in consumer

confidence and spending, public health considerations, and geopolitical instability, such as the military conflicts in Ukraine, Venezuela,

between the United States, Israel and Iran and others in the Middle East, and Southwest Asia or other armed hostilities.

this time predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively

impact our ability to complete an initial Business Combination.

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