Item 1A. Risk Factors
Item
1A. Risk Factors.
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:
Risks
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;
●
we may not
be able to complete our initial Business Combination within the Combination Period, in which case we would liquidate and redeem our
Public Shares;
●
we may seek
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;
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●
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;
●
our Public
Shareholders may not be afforded an opportunity to vote on our proposed initial Business Combination, and even if we hold a vote,
holders of our Founder Shares will participate in such vote, which means we may complete our initial Business Combination even though
a majority of our Public Shareholders do not support such a combination;
●
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;
●
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;
●
military or
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;
●
changes in
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;
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●
changes in
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;
●
if we seek
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;
●
our Public
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;
●
the ability
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;
●
the ability
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;
●
the ability
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;
●
if we seek
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;
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●
if a Public
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;
●
if we seek
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;
●
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. 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;
●
if the net
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;
●
we may not
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;
●
since only
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;
●
our Sponsor
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
not support;
●
because we
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;
●
we may seek
Business Combination opportunities in industries or sectors that may be outside of our Management’s areas of expertise;
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●
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, 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;
●
we are not
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;
●
we may issue
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;
●
unlike some
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;
●
we may issue
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;
●
we may only
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;
●
because we
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;
●
compliance
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;
● if
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;
●
there is substantial
doubt about our ability to continue as a “going concern”;
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Risks
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;
●
the officers
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;
●
subsequent
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;
●
we may have
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;
●
our initial
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;
Risks
Relating to Acquiring or Operating a Business in Foreign Countries
●
we may not
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;
●
if we effect
our initial Business Combination with a company located outside of the United States, we would be subject to a variety of additional
risks that may adversely affect us;
●
we may reincorporate
in, or transfer by way of continuation to, another jurisdiction, which may result in taxes imposed on our shareholders or Warrant
holders;
●
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;
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Risks
Relating to our Management Team
●
our officers
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
Combination;
●
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;
●
we may not
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;
●
our ability
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;
●
our officers
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;
●
members of
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;
●
members of
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;
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Risks
Relating to our Securities and Shareholder Rights
●
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. 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;
●
our Public
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;
●
if, before
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;
●
if, after we
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 value 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 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;
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●
our Public
Shareholders do not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. Therefore,
to liquidate their investment, they may be forced to sell their Public Shares or Public Warrants, potentially at a loss;
●
our Sponsor
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;
●
the nominal
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;
●
because we
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;
●
provisions
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;
●
our Amended
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;
●
we may amend
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;
●
the Warrant
Agreement designates the courts of the State of New York or the United States District Court for the Southern District
of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of
our Warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our Company;
●
a provision
of the Warrant Agreement may make it more difficult for us to consummate an initial Business Combination;
●
our Warrants
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;
●
because each
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
SPACs;
●
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;
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●
holders may
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;
●
holders of
Class A Ordinary Shares are not entitled to vote on continuing our Company in a jurisdiction outside of the Cayman Islands;
●
the grant of
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;
●
we may be a
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; and
●
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.
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.
Certain
agreements related to the Initial Public Offering may be amended, or their provisions waived, without shareholder approval.
Certain
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. We cannot at
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.
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