EGH Acquisition Corp. 10-K

Item 1. Business. Overview We are a blank check company incorporated on January 9, 2025 as a Cayman Islands exempted company and formed for the purpose of effecting a Business Combination with one or more businesses or entities. We may pursue an initial Business Combination in any business or industry. To date, our efforts have been limited to (i) organizational activities, (ii) activities related to our Initial Public Offering, and (iii) searching for and consummating a Business Combination, including the Hecate Business Combination (as described below). We have generated no operating revenues to date, and we do not expect that we will generate operating revenues until we consummate our initial Business Combination. Initial Public Offering Our IPO Registration Statement became effective on May 8, 2025. On May 12, 2025, we consummated our Initial Public Offering of 15,000,000 Public Units. Each Public Unit consists of one Public Share and one Public Right to receive one-tenth (1/10) of one Class A Ordinary Share upon consummation of our initial Business Combination. The Public Units were sold at a price of $10.00 per Unit, generating gross proceeds to our Company of $150,000,000. The Underwriters had a 45-day option from the closing of the Initial Public Offering on May 12, 2025 to purchase up to an additional 2,250,000 units; however, on June 26, 2025, the Over-Allotment Option expired unexercised. Simultaneously with the closing of the Initial Public Offering and pursuant to the Private Placement Units Purchase Agreements, we completed the private sale of an aggregate of 500,000 Private Placement Units to our Sponsor and the Representatives in the Private Placement at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to our Company of $5,000,000. Of those 500,000 Private Placement Units, the Sponsor purchased 350,000 Private Placement Units and the Representatives purchased 150,000 Private Placement Units. The Private Placement Units (and underlying securities) are identical to the Public Units (and underlying securities), except as otherwise disclosed in the IPO Registration Statement. A total of $150,000,000, comprised of the proceeds from the Initial Public Offering and the Private Placement, was placed in the Trust Account maintained by Continental, acting as trustee. We must complete our initial Business Combination by (i) May 12, 2027, the end of our Combination Period, which is 24 months from the closing of our Initial Public Offering, (ii) such earlier liquidation date as our Board may approve or (iii) such later date as our shareholders may approve pursuant to the Amended and Restated Articles. If our initial Business Combination is not consummated by the end of our Combination Period, our existence will terminate, and we will distribute all amounts in the Trust Account as described elsewhere in this Report. We may seek to extend the Combination Period consistent with applicable laws, regulations and stock exchange rules by amending our Amended and Restated Articles. Any such amendment would require the approval of our shareholders, and our Public Shareholders will be provided the opportunity to redeem all or a portion of their Public Shares in connection with the vote on such approval. Such redemptions will decrease the amount held in our Trust Account and our capitalization, and may affect our ability to maintain our listing on Nasdaq. In addition, the Nasdaq Rules currently require SPACs (such as us) to complete their initial Business Combination in accordance with the Nasdaq 36-Month Requirement. If we do not meet the Nasdaq 36-Month Requirement, our securities will likely be subject to suspension of trading and delisting from Nasdaq. Our Sponsor may also, in its discretion, consider selling its interest in our Company to another sponsor entity, which may result in a change to our Management Team. Hecate Business Combination The below subsection describes the material provisions of the Hecate BCA, but does not purport to describe all the terms thereof. This summary of the Hecate BCA is qualified in its entirety by reference to the complete text of the Hecate BCA, a copy of which is filed with our Current Report on Form 8-K filed with the SEC on January 23, 2026 (the “Hecate Form 8-K”) as Exhibit 2.1 and incorporated by reference herein. Unless otherwise defined herein, the capitalized terms used in this subsection have the same meanings given to them in the Hecate BCA. Unless otherwise indicated, this Report does not assume the Closing. 7 Table of Contents On January 21, 2026, we entered into the Hecate BCA with the Hecate Parties. The Hecate Business Combination was unanimously approved by our Board of Directors and the board of managers of each Hecate Party. The Hecate BCA provides for, among other things, the following transactions: (i) At least three business days prior to the date of Closing, we shall redeem each of our Public Shares from the Public Shareholders who shall have elected to redeem their Public Shares in connection with the Hecate Business Combination pursuant to our Amended and Restated Articles (the “EGH Shareholder Redemptions”); (ii) One day prior to the date of Closing, we shall cause (i) each of our Class B Ordinary Shares that is issued and outstanding to be converted into one Class A Ordinary Share, (ii) each issued and outstanding Public Unit to be cancelled in exchange for (x) one Class A Ordinary Share and (y) in multiples of ten, one-tenth of one Class A Ordinary Share, respectively, and (iii) up to $1,500,000 of any outstanding promissory notes issued in connection with any Working Capital Loans outstanding shall be converted, at the option of the payee, at a price of $10.00 per unit, into Private Placement Units, and each Private Placement Unit shall be cancelled in exchange for (x) one Class A Ordinary Share and (y) in multiples of ten, one-tenth of one Class A Ordinary Share (collectively, the “EGH Share Conversion”); (iii) subject to prior receipt of the requisite approval of our shareholders of as contemplated in the Hecate BCA, we will change the jurisdiction of our incorporation by deregistering as an exempted company in the Cayman Islands and domesticating to, and continuing as a corporation incorporated under the laws of, the State of Delaware (the “Domestication”) and, in connection with the Domestication: (i) we shall file a certificate of incorporation with the Secretary of State of the State of Delaware in the form attached to the Hecate BCA as Exhibit D (the “EGH Certificate of Incorporation”), which shall be our certificate of incorporation until thereafter amended in accordance with the Delaware General Corporation Law (“DGCL”); (ii) we shall adopt bylaws in the form attached to the Hecate BCA as Exhibit E, which shall be our bylaws until thereafter amended in accordance with the DGCL; (iii) each Class A Ordinary Share that is issued and outstanding shall become one share of our Class A common stock, par value $0.0001 per share (“EGH Class A Common Stock”); (iv) each outstanding Public Right will convert, in multiples of ten, into shares of EGH Class A Common Stock; and (v) our name shall be changed to a name chosen by Hecate in consultation with our Company; (iv) (A) we shall contribute to Hecate all of our assets and in exchange therefor, Hecate shall issue to us a number of Hecate Units, which shall equal the number of total shares of EGH Class A Common Stock issued and outstanding immediately after the Closing (the “EGH Contribution”), and (B) the membership interests in Hecate held by Parent immediately prior to the Closing shall convert into the Parent Hecate Units; (v) Hecate will subscribe for a number of shares of our newly issued Class V common stock, par value $0.0001 per share equal to the number of Parent Hecate Units (such shares, the “Parent Class V Shares”) for $0.0001 per share and Hecate shall distribute the Parent Class V Shares to Parent; and (vi) The number of Parent Hecate Units to be issued in the EGH Contribution will equal that number of Hecate Units with a value (valuing each Hecate Unit for such purposes as having a value equal to the EGH Redemption Price) equal to $1,200,000,000 less the amount, if any, of Hecate’s net indebtedness. The “EGH Redemption Price” will equal the amount payable for each Public Share pursuant to the EGH Shareholder Redemptions. Representations and Warranties; Covenants The Hecate BCA contains representations and warranties of certain of the parties thereto customary for transactions of this type. The representations and warranties made under the Hecate BCA will not survive the Closing. 8 Table of Contents The Hecate BCA contains representations, warranties and covenants that the respective parties made to each other as of the date of the Hecate BCA or other specific dates, as specified therein. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Hecate BCA. The representations, warranties and covenants in the Hecate BCA are also modified in important part by the underlying disclosure schedules that are not filed publicly, and which are subject to a contractual standard of materiality different from that generally applicable to shareholders, and were used for the purpose of allocating risk among the parties rather than establishing matters as facts. We do not believe that these schedules contain information that is material to an investment decision. In addition, the parties to the Hecate BCA agreed to be bound by certain covenants customary for transactions of this type, including, among others, covenants with respect to the conduct and operations of our Company and Hecate and its subsidiaries during the period between signing the Hecate BCA and the Closing. We have also agreed to take all action within our power as may be necessary or appropriate such that, immediately after the Closing, our Board of Directors will consist of seven directors, six of whom will be designated by Hecate and one of whom will be designated by the Sponsor (with three of such Hecate designees meeting the requirements for audit committee service pursuant to the listing rules of the stock exchange upon which the shares of EGH Class A Common Stock will be listed, Rule 10A-3 of the Exchange Act, and the Sarbanes-Oxley Act, and a majority of whom shall be independent under the rules of the stock exchange upon which the shares of EGH Class A Common Stock are to be listed. Each of the parties to the Hecate BCA has also agreed to use its respective reasonable best efforts to cause the Hecate Business Combination to be consummated after the date of the execution of the Hecate BCA. Conditions to Each Party’s Obligations The obligation of our Company and the Hecate Parties to consummate the Hecate Business Combination is subject to certain customary closing conditions, including, but not limited to, (i) the absence of any order, law or other legal restraint or prohibition enacted, issued or promulgated by any court of competent jurisdiction or other governmental entity of competent jurisdiction having the effect of making the Hecate Business Combination illegal or otherwise prohibiting the consummation of the Hecate Business Combination, (ii) the effectiveness of the Hecate Registration Statement in accordance with the provisions of the Securities Act, registering the EGH Class A Common Stock to be issued in connection with the Hecate BCA, (iii) receipt of the required approvals of our shareholders at a meeting of our shareholders in connection with the Hecate Business Combination (the “EGH Shareholders’ Meeting”), (iv) the EGH Class A Common Stock to be issued in connection with the Hecate Business Combination immediately after Closing shall be listed on the New York Stock Exchange, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Texas Stock Exchange and we will be able to satisfy any continued listing requirements of such exchange immediately after Closing, and (v) the aggregate transaction proceeds from the Trust Account after giving effect to the EGH Shareholder Redemptions and payment of our expenses shall be greater or equal to $50.0 million. Our obligation to consummate the Hecate Business Combination is further conditioned upon (i) the accuracy (within specified thresholds) as of the Closing of the Hecate Parties’ representations and warranties and material compliance by the Hecate Parties with their respective covenants and (ii) the absence of a material adverse effect on Hecate since the date of the Hecate BCA that is continuing and uncured. Additionally, the obligations of the Hecate Parties to consummate the Hecate Business Combination are further conditioned upon (i) the accuracy (within specified thresholds) as of the Closing of our representations and warranties and our material compliance with our covenants, (ii) the absence of a material adverse effect on our Company since the date of the Hecate BCA that is continuing and uncured, (iii) our having arranged with Continental to have the funds remaining in the Trust Account released to us as of the Closing, and all such funds released being available for immediate use for any payment obligations arising from the EGH Shareholder Redemptions and other required expenses and (iv) occurrence of the EGH Share Conversion, the Domestication and the EGH Shareholder Redemptions. 9 Table of Contents Termination The Hecate BCA may be terminated under certain limited circumstances prior to the closing of the Hecate Business Combination, including (i) by mutual written consent of our Company and Hecate, (ii) by our Company, on the one hand, or Hecate, on the other hand, as a result of certain breaches of the Hecate BCA that remain uncured after any applicable cure period, (iii) subject to certain limited exceptions, by either EGH or Hecate if the Closing has not occurred by May 11, 2027, (iv) by either EGH or Hecate if certain required approvals are not obtained from our shareholders after the EGH Shareholders’ Meeting has been held and the shareholders have duly voted, (v) by either our Company or Hecate if any governmental authority of competent jurisdiction has enacted, issued, promulgated, enforced or entered any final and nonappealable injunction, order, decree or ruling making the consummation of the Hecate Business Combination illegal or otherwise preventing or prohibiting the consummation of the Hecate Business Combination, (vi) by Hecate, if the Class A Ordinary Shares become delisted from Nasdaq and are not relisted on Nasdaq (or another national securities exchange mutually agreed to by our Company and Hecate) within sixty days after such delisting, (vii) by Hecate, if our Board of Directors changes, withdraws, qualifies or modifies, or publicly proposes to change, withdraw, qualify or modify, the recommendation of our Board of Directors to approve certain required approvals pursuant to the exercise of its fiduciary duties, and (viii) by Hecate, upon the liquidation (or public announcement thereof) of the Trust Account; (ix) by Hecate if the cash value in the Trust Account calculated after the EGH Shareholder Redemptions is less than $50.0 million; or (x) by Hecate if the Hecate Business Combination has not received the requisite vote for approval at the EGH Shareholders’ Meeting on or prior to the date that is 90 days after the date upon which the Hecate Registration Statement becomes effective. If the Hecate BCA is terminated, none of the parties to the Hecate BCA will have any liability under the Hecate BCA, except in the case of Fraud (as defined in the Hecate BCA) or willful and material breach of any covenant or agreement in the Hecate BCA and for customary obligations that survive the termination thereof (such as confidentiality obligations). Payment of Transaction Expenses Generally, all expenses incurred in connection with the Hecate BCA will be paid by the party incurring such expenses. If the Closing does occur, we will pay all accrued and unpaid transaction expenses of our Company and Hecate and will retain any remaining aggregate transaction proceeds on the balance sheet of Hecate. Incentive Equity Plan Prior to the effectiveness of the Hecate Registration Statement, our Board of Directors will approve and adopt an equity incentive plan (the “Incentive Equity Plan”) in the form mutually agreed upon by Hecate and our Company to be effective as of one day prior to the date of Closing. The Incentive Equity Plan will provide for an initial share reserve of 10% of the number of shares of EGH Class A Common Stock outstanding following the Closing. The Business Combination is expected to close in the third quarter of 2026, following the receipt of the required approvals by our shareholders and the fulfillment of other customary closing conditions. Ancillary Agreements A&R LLC Agreement of Hecate Following the Hecate Business Combination, we will be organized in an “Up-C” structure, such that Hecate and the subsidiaries of Hecate will hold and operate substantially all of our assets and business, and we will be a publicly listed holding company that will hold a certain amount of equity interests in Hecate. Until any Redemptions (as defined below), the Parent will generally hold the remainder of the equity interests of Hecate through its ownership of the Parent Hecate Units. At the Closing, Hecate will amend and restate its limited liability company agreement (as amended, the “Hecate A&R LLC Agreement”) in its entirety to, among other things, provide the right of a holder of Parent Hecate Units (subject to certain terms and conditions set forth in the Hecate A&R LLC Agreement) to cause Hecate to redeem one or more of such Parent Hecate Units for shares of EGH Class A Common Stock on a one-for-one basis, together with the cancellation of an equal number of Parent Class V Shares, as set forth in the Hecate A&R LLC Agreement and the EGH Certificate of Incorporation (each, a “Redemption”). The Hecate A&R LLC Agreement will also provide for mandatory Redemptions in certain limited circumstances, including in connection with certain changes of control. 10 Table of Contents Tax Receivable Agreement Concurrently with the Closing, we will enter into the tax receivable agreement (the “Tax Receivable Agreement”) with the Parent (in such capacity, the “TRA Holder”). Pursuant to the Tax Receivable Agreement, we will be required to pay the TRA Holder 85% of the amount of net tax benefit, if any, in U.S. federal, state and local income tax that we actually realize as a result of the increases in tax basis and certain other tax benefits related to any exchanges of Parent Hecate Units (together with an equal number of such TRA Holder’s Parent Class V Shares) for EGH Class A Common Stock. Sponsor Lock-up and Support Agreement Concurrently with the execution of the Hecate BCA, the Sponsor and the Representatives (collectively, the “Insiders”) entered into a Sponsor Lock-up and Support Agreement (the “Sponsor Lock-up and Support Agreement”),pursuant to which, among other things, each Insider agreed (i) to vote its Class A Ordinary Shares or Class B Ordinary Shares in favor of the Hecate Business Combination at the EGH Shareholders Meeting called to vote on such matters and (ii) not to transfer its Class B Ordinary Shares (or the EGH Class A Common Stock issuable in exchange for such Class B Ordinary Shares pursuant to the Hecate BCA) prior to one year after the Closing and (iii) to waive any adjustment to the conversion ratio set forth in our Amended and Restated Articles with respect to the Class B Ordinary Shares. Notwithstanding the foregoing, (x) from and after the date that is six months after the Closing, the Insiders may Transfer (as defined in the Sponsor Lock-Up and Support Agreement) up to 10% of the Locked-Up Shares (as defined in the Sponsor Lock-Up and Support Agreement); (y) from and after the date that is nine months after the Closing, the Insiders may Transfer up to an additional 5% of the Locked-Up Shares. The Sponsor also agreed that, from and after the Closing, all shares of EGH Class A Common Stock received by the Sponsor in respect of the 5,000,000 Class B Ordinary Shares held by the Sponsor (such shares, the “At-Risk Shares”) shall be unvested and shall not vest and Sponsor shall not transfer any such At-Risk Shares unless, until, with respect to the At-Risk Shares described below the following events have occurred (the “Vesting”), and upon Vesting the corresponding At-Risk Shares (the “Vested Share s ”) shall no longer be subject to surrender and forfeiture. ​ 11 Table of Contents In the event that the Hecate BCA is Closed, the following number At-Risk Shares (“Tranche A Shares”) shall Vest. If of the cash proceeds to be received by us at Closing from the Trust Account (“ Cash Value ”) equal $50,000,000 or more, 80% of the At-Risk Shares shall Vest and become Vested Shares. If the Cash Value is less than $50,000,000, no at-Risk Shares will vest upon the Closing, and any future vesting shall be subject to clauses (ii) through (iv) below. One half of the At-Risk Shares that did not Vest shall become “Tranche B Shares” and one half of the At-Risk Shares that did not Vest shall become “Tranche C Shares”: (i) If, subsequent to the Closing and prior to the fourth anniversary of the Closing, the EGH VWAP (as defined in the Sponsor Lock-Up and Support Agreement) equals or exceeds $12.00, the Tranche B Shares shall Vest and become Vested Shares. (ii) If, subsequent to the Closing and prior to the fourth anniversary of the Closing, the EGH VWAP equals or exceeds $13.00, the Tranche C Shares shall Vest and become Vested Shares. Notwithstanding the foregoing, if, prior to the Tranche B Shares or Tranche C Shares Vesting, Parent or any other holder of Hecate Units (each a “Reporting Person”) files one or more Form 4s with the SEC reporting aggregate sales of shares of EGH Class A Common Stock since the Closing equal to the lesser of (x) 5% of the aggregate EGH Class A Common Stock owned by all Reporting Persons, directly or indirectly, at the Closing and (y) an aggregate value of $25,000,000 or more, all of the Tranche B Shares or Tranche C Shares that have not previously Vested shall then Vest and become Vested Shares. Upon the fourth (4th) anniversary of the Closing, if any of the Tranche B Shares or Tranche C Shares have not Vested, such At-Risk Shares shall be immediately and automatically cancelled and forfeited by the Sponsor and each Sponsor-Related Person (as defined in the Sponsor Lock-Up and Support Agreement), or holder thereof. Sponsor shall not Transfer any At-Risk Shares unless, until and only to the extent that any transferee of such At-Risk Shares, must enter into a written agreement with us, in substantially the form of the Sponsor Lock-Up and Support Agreement, agreeing to be bound by the obligations of the Sponsor with respect to such shares under the Sponsor Lock-Up and Support Agreement. In the event that after the Closing and prior to the fourth (4th) anniversary of Closing, there is a Change of Control (as defined in the Sponsor Lock-Up and Support Agreement) and the Tranche B Shares or the Tranche C Shares have not previously Vested, then corresponding VWAP threshold shall be deemed to have been achieved with respect to the Tranche B Shares and the Tranche C Shares and all of such shares shall Vest. In the event the VWAP threshold would be deemed to be achieved pursuant to the Sponsor Lock-Up and Support Agreement, the VWAP threshold shall be deemed to be satisfied immediately prior to the consummation of the Change of Control and the applicable At-Risk Shares shall receive the same consideration per share as the shares of EGH Class A Common Stock receive in the Change of Control. Amended and Restated Registration Rights Agreement Concurrently with the Closing, the Registration Rights Agreement will be amended and restated and certain shareholders of our Company prior to the Closing (the “Initial Holders”), the Parent and certain other stockholders receiving EGH Class A Common Stock, Hecate Units and Parent Hecate Units pursuant to the Hecate Business Combination (collectively with the Initial Holders, the “Registration Rights Holders”) will enter into an amended and restated Registration Rights Agreement (the “Amended and Restated Registration Rights Agreement”). Pursuant to the Amended and Restated Registration Rights Agreement, we will agree that, within 30 calendar days after the Closing, we will use our commercially reasonable efforts to file with the SEC (at our sole cost and expense) a registration statement registering the resale of certain securities held by or issuable to the Registration Rights Holders (the “Resale Registration Statement”), and we will use our commercially reasonable efforts to have the Resale Registration Statement declared effective as soon as reasonably practicable after the filing thereof. In certain circumstances, the Registration Rights Holders can demand our assistance with underwritten offerings and block trades, subject to certain limitations such as size and value thresholds and customary underwriter cutbacks and issuer blackout periods, and the Registration Rights Holders will also be entitled to certain customary piggyback registration rights. 12 Table of Contents Parent Lock-Up and Support Agreement Concurrently with the execution of the Hecate BCA, we entered into a Parent Lock-Up and Support Agreement with the Hecate Parties (the “Parent Lock-Up and Support Agreement”), pursuant to which Parent agreed not to transfer its Parent Hecate Units and corresponding Parent Class V Shares received in connection with the Hecate Business Combination until one year after the Closing. Notwithstanding the foregoing, (x) from and after the date that is six months after the Closing, the Parent may Transfer up to 10% of the Locked-Up Shares; and (y) from and after the date that is nine months after the Closing, the Parent may Transfer up to an additional 5% of the Locked-Up Shares. The form of Hecate A&R LLC Agreement, the form of Tax Receivable Agreement, and the form of Amended and Restated Registration Rights Agreement are included as exhibits to the Hecate BCA filed with the Hecate Form 8-K and the Sponsor Lock-up and Support Agreement and the Parent Lock-Up and Support Agreement are filed herein as Exhibits 10.11 and 10.13, respectively, and are incorporated herein by reference. The foregoing descriptions of the Hecate A&R LLC Agreement, Tax Receivable Agreement, Sponsor Lock-up and Support Agreement, Amended and Restated Registration Rights Agreement and Parent Lock-Up and Support Agreement are qualified in their entirety by reference thereto. Management Team, Board and Special Advisor The members of our entire Management Team have extensive experience identifying, evaluating, negotiating and completing the types of transactions that we plan to pursue for our initial Business Combination. We are further supported by our Board of Directors, which is comprised of senior leaders who have significant broad based business leadership experience and have been at the forefront of forward thinking on climate change, sustainability policies and companies leading the transition to a cleaner future. They come from a wide range of sub-sectors and functional areas and provide us with access to their expertise and extensive industry networks from which we source and evaluate targets, as well as devise plans to optimize any business that we acquire. We believe that potential sellers of target businesses view the fact that our Management Team has successfully negotiated and consummated Business Combinations with Volta (as defined below) and Hyliion (as defined below), as well as orchestrated the subsequent sale of Volta to Shell (as defined below), as positive factors in considering whether or not to enter into and consummate a Business Combination with us. Additionally, our Special Advisor may assist our Management Team with sourcing and evaluating Business Combination opportunities and devising plans and strategies to optimize any business that we acquire following the consummation of the Initial Public Offering. However, unlike our Management Team, our Special Advisor is not responsible for managing our day-to-day affairs and has no authority to engage in substantive discussions with Business Combination targets on our behalf. We believe our Management Team’s track record and execution experience, including its experience sourcing Volta for Tortoise Acquisition II and Hyliion for Tortoise Acquisition I and consummating their Business Combinations, stepping into leadership roles at Volta and orchestrating a merger with Shell, together with the deep industry and investing experience of our Sponsor, combined with the extensive experience of our Management Team, make us very well positioned to identify, source, negotiate and execute a Business Combination that meets our investment criteria and generates attractive risk-adjusted returns for our shareholders. SPAC Experience Members of our Board of Directors and Management Team have also served as executive officers, directors and/or advisors of Tortoise Acquisition Corp. (“Tortoise Acquisition I”), a former blank check company that raised $233 million in its initial public offering in March 2019 and completed its initial Business Combination with Hyliion Inc. in October 2020, in connection with which Tortoise Acquisition I changed its name to Hyliion Holdings Corp. (“Hyliion”). There was no extension of the SPAC term and there were nearly 0% redemptions by public stockholders in connection with the Business Combination. Certain members of our Board of Directors and Management Team currently serve or have also served as directors of Hyliion. The trading price of Hyliion’s common stock has ranged from $58.66 to $0.52 following the consummation of the Business Combination. The common stock of Hyliion is currently traded on the NYSE American under the symbol “HYLN.” Hyliion’s closing price on March 19, 2026 was $2.90 per share. 13 Table of Contents Members of our Board of Directors and Management Team have also served as executive officers, directors and/or advisors of Tortoise Acquisition Corp. II (“Tortoise Acquisition II”), a blank check company that raised $345 million in its initial public offering in September 2020 and completed its initial Business Combination when it acquired Volta Industries, Inc. in August 2021. Thereafter, Tortoise Acquisition II changed its name to Volta Inc. (“Volta”). There was no extension of the SPAC term and there were approximately 70.2% redemptions by its public shareholders in connection with the Business Combination. The trading price of Volta’s common stock ranged from $18.33 to $0.30 following the consummation of the Business Combination. Members of our Board of Directors and Management Team also served as directors and executive officers, including as the interim Chief Executive Officer, Chief Development Officer, and Chief Legal Officer of Volta. The common stock of Volta was traded on the NYSE under the symbol “VLTA” until Volta was acquired by Shell plc (NYSE: SHEL) (“Shell”) on March 31, 2023 for $0.86 per share. Members of our Board of Directors and Management Team have also served as executive officers, directors and/or advisors of TortoiseEcofin Acquisition Corp. III (“Tortoise Acquisition III”), a blank check company that raised $345 million in its initial public offering in July 2021. Tortoise Acquisition III filed its notice of termination of listing with the SEC and redeemed all outstanding public Class A Ordinary Shares in September 2024. We believe that we benefit from the valuable experience gained by our Board of Directors and Management Team during the launch and operation of Tortoise Acquisition III, Tortoise Acquisition II and Tortoise Acquisition I, including the process of evaluating numerous target companies and industry sectors, selecting Volta and Hyliion as Business Combination partners, negotiating the terms of the Business Combination agreements, soliciting stockholder approval and consummating the respective Business Combinations and the related transactions. However, past performance of our Board of Directors and Management Team, Tortoise Acquisition III, Tortoise Acquisition II, Tortoise Acquisition I, Tortoise or Lightfoot Capital Partners LP (together with its general partner, “Lightfoot Capital”) is not a future guarantee (i) of success with respect to any Business Combination we may consummate or (ii) that we will be able to identify a suitable candidate for our initial Business Combination. It is also possible, as was the case with Tortoise Acquisition III, that we may determine that it is in the best interests of shareholders to not consummate a Business Combination and liquidate the Trust Account, resulting in a return of your invested capital. Our shareholders should not rely on the historical record of our Board of Directors and Management Team, Tortoise Acquisition II, Tortoise Acquisition I, Tortoise, Lightfoot Capital or any related investment’s performance as indicative of our future performance. Acquisition Strategy Our acquisition strategy is to identify and complete our initial Business Combination with a company that is playing an active role in providing solutions that expand the availability of reliable power, reduce emissions and/or improve the sustainability of products and industries, along with making a positive impact on the communities that it serves by employing efficient and innovative business practices. We target a company and management team that shares our commitment to good governance, operational discipline and transparency. While we may pursue an initial Business Combination target in any industry or geographical location, we have focused our search in the broad power market and energy transition or sustainability arena targeting industries that require reliable and cost effective power and / or innovative decarbonization solutions in order to meet critical energy supply needs or emission reduction objectives. Specifically, we are interested in companies implementing advanced technologies to modernize the aging grid infrastructure, provide and manage power, enhance renewable energy capacity, install and maintain energy distribution infrastructure, and improve electricity transmission efficiency. Given that over 70% of U.S. transmission and distribution power transformers are more than 25 years old, and according to the U.S. Department of Energy, independent estimates predict that there will be a need for a 60% increase in electricity transmission by 2030 to meet growing clean energy demands. As a result, we see significant opportunities in this and adjacent sectors. Additionally, factors such as recent innovations in artificial intelligence (“AI”), new investments in data centers for AI and other applications, increased adoption of electric vehicles, and the need for increased residential energy for cooling as a result of a global rise in temperatures are expected to be continued drivers of increased energy consumption. 14 Table of Contents We believe there are attractive opportunities to acquire and merge with rapidly growing companies leading these initiatives in energy transition, infrastructure, natural resources, and adjacent sectors. We are focused on identifying scalable businesses playing an essential role in providing energy companies with disruptive solutions and technologies that have enabled them to grow quickly and are positioned to sustain a robust growth trajectory through the addition of new capital, access to public markets, and operational or strategic expertise. Our extensive sourcing network includes (i) business founders, owners and senior management contacts, (ii) private equity, financial investors and other Sponsors of private businesses and (iii) industry professionals, including investment banking, legal, accounting and other industry-focused experts. We believe that there are highly attractive investment opportunities that are accessible through our network of contacts that exist within our focus industries. We believe our management team’s experience and combined expertise provide us with unique insight to evaluate targets across numerous sectors, including power and power management, clean and renewable energy and related infrastructure, electric and autonomous mobility, energy efficiency and battery storage solutions, environmental services, hydrogen, renewable and bio fuels, waste to energy and recycling, and natural resource extraction, processing and transportation, among others. Businesses that we plan to target for our initial Business Combination will be those that are at an inflection point in their life cycle and that we believe can benefit from our strategic insights, capital and expertise to accelerate their business development, improve their business prospects and unlock the full value of their businesses. We believe in the ability of our Management Team to add significant value to a target company from a strategic, business building, commercial, capital markets, public company operations and sustainability perspective. Our extensive operational experience and the public company expertise of our management team present the potential for an attractive risk-adjusted return profile through our involvement and stewardship. As demonstrated by our Management Team with Tortoise Acquisition II’s consummated Business Combination with Volta and eventual sale to Shell and Tortoise Acquisition I’s consummated Business Combination with Hyliion, we believe that the extensive skills and perspectives of our Management Team will enable us to identify dynamic and visionary management teams and work alongside them to crystalize their strategic vision, enhance their business plan and improve their operational capabilities. In addition, our Management Team has significant hands-on experience working with growth-oriented companies in preparing for and executing an initial public offering or an initial Business Combination, and serving as active owners and directors by working closely with these companies to assist in the execution of their strategic plan, support their continued transformations and help access and create long term value in the public markets. We believe we play an important role in the public equity markets by identifying high-quality, growth-oriented businesses, evaluating the merits and viability of high-growth business plans and completing pre-investment due diligence, focusing and preparing the business for the multi-faceted requirements of being a publicly traded company, and both capitalizing and leading the actual Business Combination transaction. It is our view that this function will be invaluable to our eventual Business Combination target, as we believe we have the skills to validate and enhance their business plan, improve their competitive profile and prepare them for the rigors of being publicly listed, as well as to our investors who might otherwise not have the opportunity or confidence to publicly invest in the business we identify in the shift to electrification and broader transition towards a decarbonized and cleaner future. Our Management Team and the investment professionals of our Sponsor have an extensive network of senior industry contacts, including corporate executives, investment banking professionals, private equity and other financial Sponsors, and owners of private businesses. We believe this network is a key competitive advantage in sourcing attractive Business Combination targets that meet our criteria, and that the reputation and expertise of our Management Team around energy transition and sustainability themes will make us a preferred partner for potential Business Combination counterparties. We believe that the operational experience of our Management Team should enable us to enhance the strategic vision and operational performance of the assets and businesses that we acquire in order to maximize value for shareholders. This may include improving operating efficiencies, increasing margins and profitability, driving revenue growth, investing in organic growth projects, pursuing future strategic acquisitions or divestitures and optimizing the capital structure. We believe our expertise in identifying and sourcing compelling investment opportunities combined with our strategic and operational proficiency in creating value provides a competitive advantage relative to other strategic and financial buyers. 15 Table of Contents Our management team has a deep understanding of capital markets, which we believe is an important aspect of a special purpose acquisition company management team. We believe our Executive Chairman’s and Chief Executive Officer’s extensive track records of public and private investments, including initial public offerings, follow on equity offerings, and PIPEs, provide valuable expertise in evaluating and executing capital markets transactions. We believe that the combination of our management team’s experience and network in the private and public equity markets will allow us to effectively identify, evaluate, finance and structure the Business Combination transaction. We believe that our proven, differentiated and disciplined approach to sourcing, analyzing and ultimately executing an initial Business Combination enables us to find targets with attractive risk-adjusted return profiles for our shareholders. We have core investing tenets that guide our rigorous evaluations, conduct rigorous due diligence, and consistently turn down opportunities that don’t satisfy our risk-adjusted return framework. As outlined above, we have access to an integrated team with a full suite of strategic, financial, legal and operational capabilities, allowing us to identify targets and complete our due diligence in a thorough and expedited manner. We believe our experience and industry expertise enable us to pursue a number of transaction opportunities concurrently and compress the time required from initial identification of an opportunity to transaction announcement. Business Combination Criteria Consistent with our business strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating candidates for our initial Business Combination, including Hecate. We use these criteria and guidelines in evaluating Business Combination opportunities, but we may decide to enter into our initial Business Combination with a target business that does not meet these criteria and guidelines. We focus on candidates that we believe: ● will benefit from our team’s operating expertise, technical expertise, structuring expertise, extensive network, insight and capital markets expertise; ● exhibit unrecognized value or other characteristics, desirable returns on capital, and a need for capital to achieve the company’s growth strategy, that we believe have been misevaluated by the marketplace based on our analysis and due diligence review; ● are at an inflection point, are in need of additional management expertise, are able to innovate through new operational techniques, or where we believe we can drive improved financial performance; ● have attractive opportunities to grow their business through organic growth projects and third-party acquisitions; ● will be well received by public investors and are expected to have good access to the public capital markets; ● are engaged in activities that are consistent with management’s view of macro trends; and ● are expected to generate attractive risk-adjusted returns for our shareholders. 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. In the event that we decide to enter into our initial Business Combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications related to our initial Business Combination, which, as discussed in this Report, would be in the form of proxy solicitation materials or tender offer documents that we would file with the SEC, such as the Hecate Registration Statement. 16 Table of Contents Our Sponsor Our Sponsor, EGH Sponsor LLC, is a Delaware limited liability company, which was formed in January 2025 to invest in our Company. Although our Sponsor is permitted to undertake any activities permitted under the Delaware Limited Liability Company Act and other applicable law, our Sponsor’s business is focused on investing in our Company. Andrew B. Lipsher, our Chief Executive Officer and director, and Vincent T. Cubbage, our Executive Chairman, Chief Financial Officer and director, are the managing members of Energy Growth Holdings LLC, a Delaware limited liability company, which is the managing member of EGH Management, LLC, the managing member of our Sponsor, and each holds voting and investment discretion with respect to the Ordinary Shares held of record by the Sponsor. Messrs. Lipsher and Cubbage control the management of our Sponsor, including the exercise of voting and investment discretion over the securities of our Company held by our Sponsor. Energy Growth Holdings LLC holds Sponsor membership interests reflecting indirect interests in 1,783,333 Founder Shares and 20,000 Private Placement Units. Meteora Capital LLC holds Sponsor membership interests reflecting indirect interests in 916,667 Founder Shares and 55,000 Private Placement Units and have the right to designate a board observer. On April 8, 2025, the Sponsor granted membership interests equivalent to an aggregate of 75,000 Founder Shares (25,000 Founder Shares each) to our three independent directors in exchange for their services as independent directors through the initial Business Combination. On April 11, 2025, the Sponsor granted a membership interest equivalent to 10,000 Founder Shares to one of our service providers in exchange for their service as our service provider. On June 3, 2025, the Sponsor granted a membership interest equivalent to 25,000 Founder Shares to our Chief Legal Officer in exchange for her service as an officer through the initial Business Combination. As of the date of this Report, no other entity or person has a direct or indirect material interest in our Sponsor. Because our Sponsor acquired the Founder Shares at a nominal price of $0.004 per share, our Public Shareholders incurred immediate and material dilution upon the closing of the Initial Public Offering. Further, the Class A Ordinary Shares issuable in connection with the conversion of the Founder Shares may result in material dilution to our Public Shareholders due to the anti-dilution rights of our Founder Shares that may result in an issuance of Class A Ordinary Shares on a greater than one-for-one basis upon conversion. Additionally, our Public Shareholders may experience dilution from the conversion of the 500,000 Private Placement Rights into 33,333 Class A Ordinary Shares. Further, our Public Shareholders may experience material dilution if the $1,500,000 in Working Capital Loans is fully advanced by the Sponsor and the Sponsor elects to convert the Working Capital Loans into Private Placement equivalent units at $10.00 per unit, resulting in the Sponsor receiving an additional 150,000 such units. The Founder Shares will automatically convert into Class A Ordinary Shares concurrently with or immediately following the consummation of our initial Business Combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A Ordinary Shares, or any other equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to or in connection with the closing of the initial Business Combination, the ratio at which Class B Ordinary Shares convert into Class A Ordinary Shares will be adjusted (unless the holders of a majority of the outstanding Class B Ordinary Shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A Ordinary Shares issuable upon conversion of all Class B Ordinary Shares will equal, in the aggregate, 25% of the sum of (i) the total number of all Ordinary Shares outstanding upon the completion of the Initial Public Offering, plus (ii) all Class A Ordinary Shares and equity-linked securities issued or deemed issued, in connection with the closing of the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any Private Placement-equivalent units issued to our Sponsor or any of its affiliates or to our officers or directors upon conversion of Working Capital Loans) minus (iii) any redemptions of Public Shares by Public Shareholders in connection with an initial Business Combination; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis. Upon the expiration of the Over-Allotment Option, 750,000 Founder Shares were surrendered for no consideration. As described above, we may pay consulting, success or finder fees to our Sponsor, officers and directors or their respective affiliates in connection with the consummation of our initial Business Combination, and we may engage our Sponsor or an affiliate of our Sponsor as an advisor or otherwise in connection with our initial Business Combination and certain other transactions and pay such person or entity a salary or fee in an amount that constitutes a market standard for comparable transactions. Although no terms for any such arrangements have been determined and no written agreements exist with respect to such arrangements, if such compensation is substantial it could result in material dilution to the interests of the public Class A Ordinary Shareholders. 17 Table of Contents If we raise additional funds through equity or convertible debt issuances, our Public Shareholders may suffer significant dilution. This dilution would increase to the extent that the anti-dilution provision of the Founder Shares result in the issuance of Class A Ordinary Shares on a greater than one-for-one basis upon conversion of the Founder Shares at the time of our initial Business Combination. In addition, in order to facilitate our initial Business Combination as determined by our Sponsor in its sole discretion, our Sponsor may surrender or forfeit, transfer or exchange our Founder Shares, Private Placement Units or any of our other securities, including for no consideration, as well as subject any such securities to earn-outs or other restrictions, or otherwise amend the terms of any such securities or enter into any other arrangements with respect to any such securities. We may also issue Class A Ordinary Shares upon conversion of the Class B Ordinary 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 as set forth therein. Pursuant to the Letter Agreement, each of our Sponsor, directors and officers have agreed to a lock-up and restrictions on their ability to transfer, assign, or sell the Founder Shares and Private Placement Units and the securities underlying the Private Placement Units. Further, the Sponsor membership interests are locked up and not transferable because the Letter Agreement prohibits indirect transfers. The Letter Agreement may be amended without shareholder approval. Such transfer restrictions have been amended in connection with Business Combinations for certain other SPACs. While we do not expect our Board to approve any amendment to the Letter Agreement prior to our initial Business Combination, it may be possible that our Board, in exercising its business judgment and subject to its fiduciary duties, chooses to approve one or more amendments to the Letter Agreement. Potential Additional Financings We may need to obtain additional financing to complete our initial Business Combination, either because the transaction requires more cash than is available from the proceeds held in our Trust Account or because we become obligated to redeem a significant number of our Public Shares upon completion of the Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. If we raise additional funds through equity or convertible debt issuances, our Public Shareholders may suffer significant dilution and these securities could have rights that rank senior to our Public Shares. If we raise additional funds through the incurrence of indebtedness, such indebtedness would have rights that are senior to our equity securities and could contain covenants that restrict our operations. Further, as described above, due to the anti-dilution rights of our Founder Shares, our Public Shareholders may incur material dilution. In addition, we target businesses with enterprise values that are greater than we could acquire with the net proceeds of the Initial Public Offering and the Private Placement, and, as a result, if the cash portion of the purchase price exceeds the amount available from the Trust Account, net of amounts needed to satisfy any redemptions by Public Shareholders, we may be required to seek additional financing to complete such proposed initial Business Combination. We may also obtain financing prior to the closing of our initial Business Combination to fund our working capital needs and transaction costs in connection with our search for and completion of our initial Business Combination. There is no limitation on our ability to raise funds through the issuance of equity or equity-linked securities or through loans, advances or other indebtedness in connection with our initial Business Combination, including pursuant to any forward purchase agreements or backstop agreements into which we may enter. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our initial Business Combination. If we are unable to complete our initial Business Combination because we do not have sufficient funds available to us, we will be forced to liquidate the Trust Account. In addition, following our initial Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations. 18 Table of Contents Our Business Combination Process Members of our Management Team and our independent directors directly or indirectly own Founder Shares and/or Private Placement Units and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial Business Combination. The low price that our Sponsor, executive officers and directors (directly or indirectly) paid for the Founder Shares creates an incentive whereby our officers and directors could potentially make a substantial profit even if we select an acquisition target that subsequently declines in value and is unprofitable for Public Shareholders. If we are unable to complete our initial Business Combination within the Combination Period, or by such earlier liquidation date as our Board of Directors may approve, the Founder Shares and the Private Placement Units (and the underlying securities) may expire worthless, except to the extent they receive liquidating distributions from assets outside the Trust Account, which could create an incentive for our Sponsor, executive officers and directors to complete a transaction even if we select an acquisition target that subsequently declines in value and is unprofitable for Public Shareholders. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular Business Combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial Business Combination. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a Business Combination opportunity to such entities. 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 Business Combination opportunity to such other entity, subject to their fiduciary duties under Cayman Islands law. Our Amended and Restated Articles provide that, to the fullest extent permitted by law: (i) no individual serving as a director or an officer, among other persons, 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 (a) may be a corporate opportunity for any director or officer, on the one hand, and us, on the other or (b) the presentation of which would breach an existing legal obligation of a director or officer to any other entity. As a result, the fiduciary duties or contractual obligations of our officers or directors could materially affect our ability to complete our initial Business Combination. In addition, our Sponsor and our officers and directors may sponsor or form other SPACs similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial Business Combination. As a result, our Sponsor, officers and directors could have conflicts of interest in determining whether to present Business Combination opportunities to us or to any other SPACs with which they may become involved. Accordingly, if any of our officers or directors becomes aware of a Business Combination opportunity which is suitable for one or more entities to which he or she has fiduciary, contractual or other obligations or duties, he or she may honor these obligations and duties to present such Business Combination opportunity to such other entities first. It is the intention that they will first present to us any potential Business Combination opportunities suitable for a SPAC prior to any similar entity (subject to any future obligations or duties) unless such opportunity is presented to them in their capacity as an officer or director of such other entity or if such other special purpose entity has a different capitalization size or target focus. Such other fiduciary duties or contractual obligations of our officers or directors could materially affect our ability to complete our initial Business Combination. Nasdaq Rules The Nasdaq Rules require that we must complete one or more Business Combinations having an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account (excluding the Deferred Fee and taxes payable on the interest earned on the Trust Account, if any, and such test, the “80% Test”). Our Board of Directors will make the determination as to the fair market value of our initial Business Combination. If our Board of Directors is not able to independently determine the fair market value of our initial Business Combination, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. While we consider it likely that our Board of Directors will be able to make an independent determination of the fair market value of our initial Business Combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of the target’s assets or prospects. Additionally, pursuant to the Nasdaq Rules, any initial Business Combination must be approved by a majority of our independent directors. 19 Table of Contents We anticipate structuring our initial Business Combination so that the post-transaction company in which our Public Shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial Business Combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the Business Combination may collectively own a minority interest in the post transaction company, depending on valuations ascribed to the target and us in the Business Combination. For example, we could pursue a transaction in which we issue a substantial number of new Ordinary Shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new Ordinary Shares, our shareholders immediately prior to our initial Business Combination could own less than a majority of our issued and outstanding Ordinary Shares subsequent to our initial Business Combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% Test. If the Business Combination involves more than one target business, the 80% Test will be based on the aggregate value of all of the target businesses. Based on the valuation analysis of our Management and Board of Directors, we have determined that the fair market value of Hecate was substantially in excess of 80% of the funds in the Trust Accountant and that the 80% Test was therefore satisfied. Status as a Public Company We believe our structure makes 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 with us. In a Business Combination transaction with us, the owners of the target business may, for example, exchange their shares of stock or shares in the target business for our Class A Ordinary Shares (or shares of a new holding company) or for a combination of our Class A Ordinary Shares and cash, allowing us to tailor the consideration to the specific needs of the sellers. We believe target businesses will find this method a more expeditious and cost effective method to becoming a public company than the typical initial public offering. The typical initial public offering process takes a significantly longer period of time than the typical Business Combination transaction process, and there are significant expenses and market and other uncertainties in the initial public offering process, including underwriting discounts and commissions, marketing and road show efforts that may not be present to the same extent in connection with a Business Combination with us. Furthermore, once a proposed initial 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. Following an initial Business Combination, we believe the target business would then have greater access to capital, an additional means of providing management incentives consistent with shareholders’ interests and the ability to use its shares as currency for acquisitions. Being a public company can offer further benefits by augmenting a company’s profile among potential new customers and vendors and aid in attracting talented employees. While we believe that our structure and our Management Team’s and Senior Advisor’s backgrounds make us an attractive business partner, some potential target businesses may view our status as a blank check company, such as our lack of an operating history and our ability to seek shareholder approval of any proposed initial Business Combination, negatively. 20 Table of Contents Financial Position With funds available for a Business Combination, as of December 31, 2025 in the amount of $153,867,836 (not including amounts held outside of the Trust Account for working capital), before payment of the Deferred Fee and taxes payable, if any, 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 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 we believe 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. Effecting our Initial Business Combination We are not presently engaged in, and we will not engage in, any operations for an indefinite period of time following the Initial Public Offering. We intend to effectuate our initial Business Combination using cash from the proceeds of the Initial Public Offering and the Private Placement, the proceeds of the sale of our Ordinary Shares in connection with our initial Business Combination (including pursuant to any forward purchase agreements or backstop agreements into which we may enter), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, other securities issuances, or a combination of the foregoing. We may seek to complete our initial Business Combination with a company or business that may be financially unstable or in its early stages of development or growth, which would subject us to the numerous risks inherent in such companies and businesses. If our initial Business Combination is paid for using equity or debt securities, or not all of the funds released from the Trust Account are used for payment of the consideration in connection with our initial Business Combination or used for redemptions of our Public Shares, we may use the balance of the cash released to us from the Trust Account following the closing for general corporate purposes, including for maintenance or expansion of operations of the post-transaction company, the payment of principal or interest due on indebtedness incurred in completing our initial Business Combination, to fund the purchase of other companies, or for working capital. We may pursue an initial Business Combination in any business or industry. Although our Management assesses the risks inherent in a particular target business with which we may combine, including Hecate, we cannot assure our shareholders that this assessment will result in our identifying all risks that a target business may encounter. Furthermore, some of those risks may be outside of our control, meaning that we can do nothing to control or reduce the chances that those risks will adversely affect a target business. We may seek to raise additional funds through a private offering of debt or equity securities in connection with the completion of our initial Business Combination and we may effectuate our initial Business Combination using the proceeds of such offering rather than using the amounts held in the Trust Account. In addition, we intend to target businesses with enterprise values that are greater than we could acquire with the net proceeds of the Initial Public Offering and the Private Placement, and, as a result, if the cash portion of the purchase price exceeds the amount available from the Trust Account, net of amounts needed to satisfy any redemptions by Public Shareholders, we may be required to seek additional financing to complete such proposed initial Business Combination. Subject to compliance with applicable securities laws, we would expect to complete such financing only simultaneously with the completion of our initial Business Combination. In the case of an initial Business Combination funded with assets other than the Trust Account assets, our proxy materials or tender offer documents disclosing the initial Business Combination would disclose the terms of the financing and, only if required by law, we would seek shareholder approval of such financing. There is no limitation on our ability to raise funds through the issuance of equity or equity-linked securities or through loans, advances or other indebtedness in connection with our initial Business Combination, including pursuant to any forward purchase agreements or backstop agreements into which we may enter. None of our Sponsors, officers, directors or shareholders is required to provide any financing to us in connection with or after our initial Business Combination. 21 Table of Contents Sources of Target Businesses Target Business Combination candidates, such as Hecate, are brought to our attention from various unaffiliated sources, including investment bankers, private investment funds and large business enterprises seeking to divest non-core assets or divisions. Target businesses may also be brought to our attention by such unaffiliated sources, as a result of being solicited by us through calls or mailings. 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 this Report or the prospectus of our Initial Public Offering and know what types of businesses we are targeting. Our officers and directors, as well as their affiliates, may also bring to our attention target business candidates of which they become aware 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. In addition, we expect to receive a number of proprietary deal flow opportunities that would not otherwise necessarily be available to us as a result of the track record and business relationships of our officers and directors. While we do not presently anticipate engaging the services of professional firms or other individuals that specialize in business acquisitions on any formal basis, we may engage these firms or other individuals in the future, in which event we may pay a finder’s fee, consulting fee or other compensation to be determined in an arm’s length negotiation based on the terms of the transaction. Prior to or in connection with the completion of our initial Business Combination, there may be payment by us to our Sponsor, officers or directors, or a member of our Management Team or Senior Advisor, or our or their affiliates, of a finder’s fee, advisory fee, consulting fee or success fee for any services they render in order to effectuate the completion of our initial Business Combination, which, if made prior to the completion of our initial Business Combination, will be paid from funds held outside the Trust Account. We will engage a finder only to the extent our Management determines that the use of a finder may bring opportunities to us that may not otherwise be available to us or if finders approach us on an unsolicited basis with a potential transaction that our Management determines is in our best interest to pursue. Payment of a finder’s fee is customarily tied to completion of a transaction, in which case any such fee will be paid out of the funds held in the Trust Account. We are not prohibited from pursuing an initial Business Combination with a company that is affiliated with our Sponsor, officers, directors, or our Senior Advisor, or completing the Business Combination through a joint venture or other form of shared ownership with our Sponsor, officers or directors or our Senior Advisor. While Hecate is not affiliated with our Sponsor, officers, directors or Senior Advisor, in the event we do not consummate the Hecate Business Combination and we seek to complete our initial Business Combination with a company that is affiliated (as defined in our Amended and Restated Articles) with our Sponsor, officers, directors or Senior Advisor, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions, stating that the consideration to be paid by us in such an initial Business Combination is fair to our Company from a financial point of view. We are not required to obtain such an opinion in any other context. We believe our Management Team’s significant operating and transaction experience and relationships will provide us with a substantial number of potential initial Business Combination targets. Over the course of their careers, the members of our Management Team and our Senior Advisor have developed a broad network of contacts and corporate relationships around the world. This network has grown through the activities of our Management Team and Senior Advisor sourcing, acquiring and financing businesses, the reputation of our Management Team for integrity and fair dealing with sellers, financing sources and target management teams and the experience of our Management Team in executing transactions under varying economic and financial market conditions. This network has provided our Management Team with a flow of referrals that has resulted in numerous transactions that were proprietary or where a limited group of investors were invited to participate in the sale process. We believe that the network of contacts and relationships of our Management Team will provide us important sources of investment opportunities. We may contact prospective target businesses that our Management Team in their prior SPACs had considered and rejected as target businesses to acquire if we believe that such targets are currently interested in a potential initial Business Combination with us and if such transaction would be attractive to our shareholders. 22 Table of Contents Evaluation of a Target Business and Structuring of Our Initial Business Combination In evaluating a prospective target business, such as Hecate, we conduct a due diligence review which encompasses, among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities, as applicable, as well as a review of financial, operational, legal and other information which will be made available to us. If we determine to move forward with a particular target, we will proceed to structure and negotiate the terms of the Business Combination transaction. Any costs incurred with respect to the identification and evaluation of, and negotiation with, a prospective target business with which our initial Business Combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another Business Combination. 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, such as Hecate. 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 closely scrutinize the management of a prospective target business, including the management team of Hecate, when evaluating the desirability of effecting our initial Business Combination with that business and plan to continue to do so if the Hecate Business Combination is not consummated and we seek other Business Combination opportunities, our assessment of the target business’s 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. The determination as to whether any of the members of our Management Team will remain with the combined company will be made at the time of our initial Business Combination. 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 unlikely that any of them will devote their full efforts to our affairs subsequent to our initial Business Combination. Moreover, we cannot assure our shareholders that members of our Management Team will have significant experience or knowledge relating to the operations of the particular target business. We cannot assure our shareholders that any of our key personnel will remain in senior management or advisory positions with the combined company. The determination as to whether any of our key personnel will remain with the combined company will be made at the time of our initial Business Combination. Following a Business Combination, we may seek to recruit additional managers to supplement the incumbent management of the target business. We cannot assure our shareholders 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 Articles. However, we will seek shareholder approval if it is required by applicable law or stock exchange rule (as is the case with the Hecate Business Combination as currently contemplated), or we may decide to seek shareholder approval for business or other reasons. 23 Table of Contents Under the Nasdaq 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 (other than in a public offering); ● any of our directors, officers or substantial shareholders (as defined by the Nasdaq Rules) has a 5% or greater interest earned on the Trust Account (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 Ordinary 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 shareholder 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, including in the event we determine shareholder approval would require additional time and there is either not enough time to seek shareholder approval or doing so would place us at a disadvantage in the transaction or result in other additional burdens on us; (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 our Company; and (v) additional legal complexities of a proposed Business Combination that would be time-consuming and burdensome to present to shareholders. See “Hecate Business Combination” above for more information on the requisite approvals in connection with the Hecate Business Combination. Permitted Purchases of Our Securities 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 Sponsor, directors, officers and Senior Advisor and any of their affiliates may purchase Public Shares or Public Rights in privately negotiated transactions or in the open market either prior to or following the completion of our initial Business Combination, although they are under no obligation or duty to do so. Such a purchase may include a contractual acknowledgment that such Public Shareholder, although still the record holder of our Public Shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that our Sponsor, directors, officers or Senior Advisor or any of their affiliates purchase Public Shares in privately negotiated transactions from Public Shareholders who have already elected to exercise their redemption rights, such selling Public Shareholders would be required to revoke their prior elections to redeem their Public Shares. It is intended that, if Rule 10b-18 would apply to purchases by our Sponsor, directors, officers or Senior Advisor or any of their affiliates, then such purchases will comply with Rule 10b-18 under the Exchange Act, to the extent it applies, which provides a safe harbor for purchases made under certain conditions, including with respect to timing, pricing and volume of purchases. Additionally, at any time at or prior to our initial Business Combination, subject to applicable securities laws (including with respect to material nonpublic information), our Sponsor, directors, officers and Senior Advisor and any of their affiliates may enter into transactions with investors and others to provide them with incentives to acquire Public Shares, vote their Public Shares in favor of our initial Business Combination or not redeem their Public Shares. 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. None of the funds in the Trust Account will be used to purchase Public Shares or Public Rights in such transactions. The purpose of any such transactions could be to (1) increase the likelihood of obtaining shareholder approval of the Business Combination, (2) reduce the number of Public Rights outstanding and/or increase the likelihood of approval on any matters submitted to the Public Rights holders for approval in connection with our initial Business Combination or (3) satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial Business Combination, where it appears that such requirement would otherwise not be met. Any such purchases of our securities may result in the completion of our initial Business Combination in circumstances that may not otherwise have been possible. To the extent such securities are purchased, such public securities will not be voted as required by Tender Offers and Schedules Compliance and Disclosure Interpretations Question 166.01 promulgated by the SEC. 24 Table of Contents In addition, if such purchases are made, the public “float” of our securities may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. Our Sponsor, directors, officers, and Senior Advisor and any of their affiliates anticipate that they may identify the Public Shareholders with whom our Sponsor, directors, officers or Senior Advisor or any of their affiliates may pursue privately negotiated transactions by either the Public Shareholders contacting us directly or by our receipt of redemption requests submitted by Public Shareholders (in the case of Public Shares) following our mailing of proxy materials in connection with our initial Business Combination. To the extent that our Sponsor, directors, officers or Senior Advisor or any of their affiliates enter into a private transaction, they would identify and contact only potential selling or redeeming Public Shareholders who have expressed their election to redeem their Public Shares for a pro rata share of the Trust Account or vote against our initial Business Combination, whether or not such Public Shareholder has already submitted a proxy with respect to our initial Business Combination, but only if such Public Shares have not already been voted at the general meeting related to our initial Business Combination. Our Sponsor, directors, officers and Senior Advisor and any of their affiliates will select from which Public Shareholders to purchase Public Shares based on the negotiated price and number of Public Shares and any other factors that they may deem relevant, and are restricted from purchasing Public Shares if such purchases do not comply with Regulation M under the Exchange Act and the other federal securities laws. Our Sponsor, directors, officers and Senior Advisor and any of their affiliates are restricted from making purchases of Public Shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. Additionally, in the event our Sponsor, directors, officers or Senior Advisor or any of their affiliates were to purchase Public Shares or Public Rights from Public Shareholders, such purchases would be structured in compliance with the requirements of Rule 14e-5 under the Exchange Act including, in pertinent part, through adherence to the following: ● our registration statement/proxy statement filed for our Business Combination transaction would disclose the possibility that our Sponsor, directors, officers or Senior Advisor or any of their affiliates may purchase Public Shares or Public Rights from Public Shareholders outside the redemption process, along with the purpose of such purchases; ● if our Sponsor, directors, officers or Senior Advisor or any of their affiliates were to purchase Public Shares or Public Rights from Public Shareholders, they would do so at a price no higher than the price offered through our redemption process; ● our registration statement/proxy statement filed for our Business Combination transaction would include a representation that any of our securities purchased by our Sponsor, directors, officers or Senior Advisor or any of their affiliates would not be voted in favor of approving the Business Combination transaction; ● our Sponsor, directors, officers or Senior Advisor or any of their affiliates would not possess any redemption rights with respect to our securities or, if they do acquire and possess redemption rights, they would waive such rights; and ● we would disclose in a Current Report on Form 8-K, before our general meeting of shareholders to approve the Business Combination transaction, the following material items: o the amount of our securities purchased outside of the redemption offer by our Sponsor, directors, officers or Senior Advisor or any of their affiliates, along with the purchase price; o the purpose of the purchases by our Sponsor, directors, officers or Senior Advisor or any of their affiliates; o the impact, if any, of the purchases by our Sponsor, directors, officers or Senior Advisor or any of their affiliates on the likelihood that the Business Combination transaction will be approved; o the identities of our security holders who sold to our Sponsor, directors, officers or Senior Advisor or any of their affiliates (if not purchased on the open market) or the nature of our security holders (e.g., 5% security holders) who sold to our Sponsor, directors, officers or Senior Advisor or any of their affiliates; and o the number of our securities for which we have received redemption requests pursuant to our redemption offer. 25 Table of Contents See “Hecate Business Combination” above for more information on permitted purchases of our securities in connection with the Hecate Business Combination. Redemptions in Connection with Our Initial Business Combination 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, regardless of whether they abstain, vote for, or vote against, our initial Business Combination, 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 calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account (less taxes payable, if any), divided by the number of then outstanding Public Shares, subject to the limitations and on the conditions described herein. As of December 31, 2025, the Redemption Price was approximately $10.26 per Public Share (before taxes payable, if any). The per share amount we will distribute to Public Shareholders who properly redeem their Public Shares will not be reduced by any Deferred Fee we may pay to the Underwriters. Our Sponsor, officers and directors have entered into the Letter Agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their Founder Shares, Private Placement Shares and any Public Shares they may hold in connection with the completion of our initial Business Combination. Our proposed initial Business Combination may impose a minimum cash requirement for (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. In the event the aggregate cash consideration we would be required to pay for all Public Shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial Business Combination exceed the aggregate amount of cash available to us, we will not complete the initial Business Combination or redeem any Public Shares, and all Public Shares submitted for redemption will be returned to the holders thereof. We may, however, raise funds through the issuance of equity-linked securities or through loans, advances or other indebtedness in connection with our initial Business Combination, including pursuant to any forward purchase agreements or backstop arrangements into which we may enter, in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements. See “Hecate Business Combination” above for more information on redemptions of our Public Shares in connection with the Hecate Business Combination. 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 general meeting called to approve the Business Combination or (ii) without a shareholder vote 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 requirement or whether we were deemed to be a foreign private issuer (which would require a tender offer rather than seeking shareholder approval under SEC rules). Asset acquisitions and share purchases would not typically require shareholder approval while direct mergers with our Company (other than with a 90% subsidiary of ours) and any transactions where we issue more than 20% of our issued and outstanding Ordinary Shares or seek to amend our Amended and Restated Articles would require shareholder approval. So long as we obtain and maintain a listing for our securities on Nasdaq, we will be required to comply with the Nasdaq Rules. The requirement that we provide our Public Shareholders with the opportunity to redeem their Public Shares by one of the two methods listed above is contained in provisions of our Amended and Restated Articles and will apply whether or not we maintain our registration under the Exchange Act or our listing on Nasdaq. Such provisions may be amended if approved by a Special Resolution. If we provide our Public Shareholders with the opportunity to redeem their Public Shares in connection with a general meeting, we will, pursuant to our Amended and Restated Articles: ● conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and 26 Table of Contents ● 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 receive an Ordinary Resolution. A quorum for such meeting will be present if the holders of at least one third of issued and outstanding Ordinary Shares entitled to vote at the meeting are represented in person or by proxy. Our Sponsor, officers and directors will count toward this quorum and, pursuant to the Letter Agreement, our Sponsor, officers and directors have agreed to vote their Founder Shares, Private Placement Shares and any Public Shares purchased during or after the Initial Public Offering (including in open market and privately-negotiated transactions, aside from shares they may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act, which would not be voted in favor of approving the Business Combination transaction) in favor of our initial Business Combination. For purposes of seeking approval of an Ordinary Resolution, non-votes will have no effect on the approval of our initial Business Combination once a quorum is obtained. As a result, if all outstanding Ordinary Shares are voted on a resolution to approve our initial Business Combination, in addition to our Sponsor’s 5,000,000 Founder Shares and 350,000 Private Placement Shares, if we would require an Ordinary Resolution, we would need 4,900,001 Public Shares, or approximately 32.7% of the 15,000,000 Public Shares, and if we would require a special resolution of two-thirds of our Ordinary Shares voted at the meeting, we would need 8,316,667 Public Shares, or approximately 55.4% of the 15,000,000 Public Shares to be voted in favor of an initial Business Combination in order to have our initial Business Combination approved, assuming in each case that the parties to the Letter Agreement do not acquire any Public Shares. Assuming that only the holders of one-third of our issued and outstanding Ordinary Shares, representing a quorum under our Amended and Restated Articles, vote their Ordinary Shares, regardless of whether such vote pertains to an Ordinary Resolution or a Special Resolution of two-thirds of our Ordinary Shares voted at the meeting, we would not need any Public Shares in addition to our Founder Shares and Private Placement Shares to be voted in favor of an initial Business Combination in order to approve an initial Business Combination. See “Hecate Business Combination” above for more information on the voting agreements entered into in connection with the Hecate Business Combination. In addition, prior to the closing of our initial Business Combination, only holders of our Class B Ordinary Shares have the right to (i) appoint and remove directors prior to or in connection with the completion of our initial Business Combination and (ii) vote on continuing our Company in a jurisdiction outside the Cayman Islands (including any Special Resolution required to amend our constitutional documents or to adopt new constitutional documents, in each case, as a result of our approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). These quorum and voting thresholds, and the voting agreement of our Sponsor, officers and directors, may make it more likely that we will consummate our initial Business Combination. Each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or vote against the proposed transaction, or whether they do not vote or abstain from voting on the proposed transaction, or whether they were a Public Shareholder on the record date for the general meeting held to approve the proposed transaction. 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: ● conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and ● file tender offer documents with the SEC prior to completing our initial Business Combination that contain substantially the same financial and other information about the initial Business Combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. In the event 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. In addition, the tender offer will be conditioned on Public Shareholders not tendering more than the number of Public Shares we are permitted to redeem. If Public Shareholders tender more Public Shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial Business Combination. 27 Table of Contents Upon the public announcement of our initial Business Combination, if we elect to conduct redemptions pursuant to the tender offer rules, we or our Sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our Public Shares in the open market, in order to comply with Rule 14e-5 under the Exchange Act. We intend to require our Public Shareholders seeking to exercise their redemption rights, whether they are record holders or hold their Public Shares in “street name,” to, at the holder’s option, either deliver their share certificates to our transfer agent or deliver their Public Shares to our transfer agent electronically using the DWAC System, prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the scheduled vote on the proposal to approve the initial Business Combination. In addition, if we conduct redemptions in connection with a shareholder vote, we intend to require a Public Shareholder seeking redemption of its Public Shares to also submit a written request for redemption to our transfer agent two business days prior to the scheduled vote in which the name of the beneficial owner of such Public Shares is included. The proxy materials or tender offer documents, as applicable, that we will furnish to our Public Shareholders in connection with our initial Business Combination will indicate whether we are requiring Public Shareholders to satisfy such delivery requirements. We believe that this will allow our transfer agent to efficiently process any redemptions without the need for further communication or action from the redeeming Public Shareholders, which could delay redemptions and result in additional administrative cost. If the proposed initial Business Combination is not approved and we continue to search for a target company, we will promptly return any certificates or Public Shares delivered by Public Shareholders who elected to redeem their Public Shares. Our proposed initial Business Combination may impose a minimum cash requirement for (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. In the event the aggregate cash consideration we would be required to pay for all Public Shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial Business Combination exceed the aggregate amount of cash available to us, we will not complete the initial Business Combination or redeem any Public Shares, and all Public Shares submitted for redemption will be returned to the holders thereof. We may, however, raise funds through the issuance of equity or equity-linked securities or through loans, advances or other indebtedness in connection with our initial Business Combination, including pursuant to any forward purchase agreements or backstop arrangements into which we may enter, in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements. Limitation on Redemptions Upon Completion of Our Initial Business Combination If We Seek Shareholder Approval 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 Articles provides that a Public Shareholder, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), are restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares sold in the Initial Public Offering (the “Excess Shares”) without our prior consent. We believe this restriction will discourage Public Shareholders from accumulating large blocks of Public 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 Public Shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a Public Shareholder holding more than an aggregate of 15% of the Public Shares sold in the Initial Public Offering could threaten to exercise its redemption rights if such Public Shares are not purchased by us, our Sponsor or our Management at a premium to the then-current market price or on other undesirable terms. By limiting our Public Shareholders’ ability to redeem no more than 15% of the Public Shares sold in the Initial Public Offering without our prior consent, we believe we will limit the ability of a small group of Public 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, we will not restrict our Public Shareholders’ ability to vote all of their Public Shares (including Excess Shares) for or against our initial Business Combination. 28 Table of Contents Delivering Share Certificates in Connection with the Exercise of Redemption Rights As described above, we intend to require our Public Shareholders seeking to exercise their redemption rights, whether they are record holders or hold their Public Shares in “street name,” to, at the holder’s option, either deliver their share certificates to our transfer agent or deliver their Public Shares to our transfer agent electronically using the DWAC System, prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the scheduled vote on the proposal to approve the initial Business Combination. In addition, if we conduct redemptions in connection with a shareholder vote, we intend to require a Public Shareholder seeking redemption of its Public Shares to also submit a written request for redemption to our transfer agent two business days prior to the scheduled vote in which the name of the beneficial owner of such Public Shares is included. The proxy materials or tender offer documents, as applicable, that we will furnish to our Public Shareholders 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 up to two business days prior to the scheduled vote on the initial Business Combination if we distribute proxy materials, or from the time we send out our tender offer materials until the close of the tender offer period, as applicable, to submit or tender its Public Shares if it wishes to seek to exercise its redemption rights. In the event that a Public Shareholder fails to comply with these or any other procedures disclosed in the proxy or tender offer materials, as applicable, its Public Shares may not be redeemed. Given the relatively short exercise period, it is advisable for Public Shareholders to use electronic delivery of their Public Shares. There is a nominal cost associated with the above-referenced process and the act of certificating the Public Shares or delivering them through the DWAC System. The transfer agent will typically charge the broker submitting or tendering Public Shares a fee of approximately $100.00 and it would be up to the broker whether or not to pass this cost on to the redeeming holder. However, this fee would be incurred regardless of whether or not we require Public Shareholders seeking to exercise redemption rights to submit or tender their Public Shares. The need to deliver Public Shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated. Any request to redeem such Public Shares, once made, may be withdrawn at any time up to the date set forth in the proxy materials or tender offer documents, as applicable. Furthermore, if a Public Shareholder 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 Public Shareholder may simply request that the transfer agent return the certificate (physically or electronically). It is anticipated that the funds to be distributed to our Public Shareholders electing to redeem their Public 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 Public Shares for the applicable pro rata share of the Trust Account. In such case, we will promptly return any certificates delivered by Public Shareholders who elected to redeem their Public Shares. If the Hecate Business Combination is not completed, we may continue to try to complete a Business Combination with a different target until the end of the Combination Period. Redemption of Public Shares and Liquidation if No Initial Business Combination Our Amended and Restated Articles provide that we have only the duration of the Combination Period to complete our initial Business Combination. If we have not completed our initial Business Combination within such time 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 (and 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 funds held in the Trust Account (which interest shall be net of taxes and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board of Directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our Rights, which will expire worthless if we fail to complete our initial Business Combination within the Combination Period. 29 Table of Contents Our Sponsor, officers and directors have entered into the Letter Agreement with us, pursuant to which they have waived their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if we fail to complete our initial Business Combination within the Combination Period; although, they are entitled to liquidating distributions from assets outside the Trust Account. However, if our Sponsor or Management Team acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if we fail to complete our initial Business Combination within the Combination Period. Our Sponsor, officers and directors have also agreed, pursuant to the Letter Agreement, that they will not propose any amendment to our Amended and Restated Articles to modify (i) the substance or timing of our obligation to allow redemption in connection with our initial Business Combination or to redeem 100% of our Public Shares if we do not complete our initial Business Combination within the Combination Period, or (ii) any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity, in each case unless we provide our Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment 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 funds held in the Trust Account (less taxes payable, if any), divided by the number of then outstanding Public Shares. We expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the approximately $777,703 of proceeds held outside the Trust Account (as of December 31, 2025), although we cannot assure our Public Shareholders that there will be sufficient funds for such purpose. However, if those funds are not sufficient to cover the costs and expenses associated with implementing our plan of dissolution, to the extent that there is any interest accrued in the Trust Account not required to pay income taxes on interest income earned on the Trust Account balance, we may request the trustee to release to us an additional amount of up to $100,000 of such accrued interest to pay those costs and expenses. If we were to expend all of the net proceeds of the Initial Public Offering and the Private Placement, other than the proceeds deposited in the Trust Account, and without taking into account interest, if any, earned on the Trust Account, the Redemption Price upon our dissolution would be approximately $10.26 as of December 31, 2025. The proceeds deposited in the Trust Account could, however, become subject to the claims of our creditors which would have higher priority than the claims of our Public Shareholders. We cannot assure our Public Shareholders that the actual per-share redemption amount received by Public Shareholders will not be substantially less than the Redemption Price. While we intend to pay such amounts, if any, we cannot assure our shareholders that we will have funds sufficient to pay or provide for all creditors’ claims. Although we seek to have all vendors, service providers, prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or 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 consider whether competitive alternatives are reasonably available to us and will only enter into an agreement with such third party if Management believes that such third party’s engagement would be in our best interests under the circumstances. Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by Management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where Management is unable to find a service provider willing to execute a waiver. Withum, our independent registered public accounting firm, and the Underwriters did not execute agreements with us waiving such claims to the monies held in the Trust Account. 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. 30 Table of Contents To protect the amounts held in the Trust Account, 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 (except for our independent registered public accounting firm), or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the Trust Account assets, less taxes payable, if any, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the Underwriters against certain liabilities, including liabilities under the Securities Act. However, we have not asked our Sponsor to reserve for such indemnification obligations, nor have we independently verified whether our Sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our Sponsor’s only assets are securities of our Company. Therefore, we cannot assure our Public Shareholders that our Sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for our initial Business Combination and redemptions could be reduced to less than $10.00 per Public Share. In such event, we may not be able to complete our initial Business Combination, and our Public Shareholders would receive such lesser amount per share in connection with any redemption of their Public Shares. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses. In the event that the proceeds in the Trust Account are reduced below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per Public Share due to reductions in the value of the Trust Account assets, in each case less (x) taxes payable, if any, and (y) up to $100,000 for dissolution expenses, and our Sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our Sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our Sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not likely. Accordingly, we cannot assure our Public Shareholders that due to claims of creditors the actual value of the per-share redemption price will not be less than $10.00 per Public Share. We seek to reduce the possibility that our Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring 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 or claim of any kind in or to monies held in the Trust Account. Our Sponsor will also not be liable as to any claims under our indemnity of the Underwriters against certain liabilities, including liabilities under the Securities Act. As of December 31, 2025, we had access to up to approximately $777,703 from the proceeds of the Initial Public Offering held outside of the Trust Account with which to pay any such potential claims (including costs and expenses incurred in connection with our liquidation, currently estimated to be no more than approximately $100,000). In the event that we liquidate and it is subsequently determined that the reserve for claims and liabilities is insufficient, shareholders who received funds from our Trust Account could be liable for claims made by creditors. If we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy or insolvency 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 our Public Shareholders we will be able to return $10.00 per Public Share to our Public Shareholders. Additionally, if we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, any distributions received by Public Shareholders could be viewed under applicable debtor/creditor and/or bankruptcy/insolvency laws as either a “preferential transfer” or a “fraudulent conveyance, preference or disposition.” As a result, a liquidator or bankruptcy or other court could seek to recover some or all amounts received by our Public Shareholders. Furthermore, our Board of Directors may be viewed as having breached its fiduciary duty to us or our creditors and/or may have acted in bad faith, and 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 our shareholders that claims will not be brought against us for these reasons. 31 Table of Contents Our Public Shareholders are entitled to receive funds from the Trust Account only (i) in the event of the redemption of our Public Shares if we do not complete our initial Business Combination within the Combination Period, (ii) in connection with a shareholder vote to amend our Amended and Restated Articles to modify (x) the substance or timing of our obligation to allow redemption in connection with our initial Business Combination or to redeem 100% of our Public Shares if we do not complete our initial Business Combination within the Combination Period or (y) any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity or (iii) if they redeem their respective Public Shares for cash upon the completion of our initial Business Combination, subject to applicable law and any limitations (including but not limited to cash requirements) created by the terms of the proposed Business Combination. In no other circumstances will a Public Shareholder have any right or interest of any kind to or in the Trust Account. In the event we seek shareholder approval in connection with our initial Business Combination, a Public Shareholder’s voting in connection with the Business Combination alone will not result in a Public Shareholder’s redeeming its Public Shares to us for an applicable pro rata share of the Trust Account. Such Public Shareholder must have also exercised its redemption rights described above. These provisions of our Amended and Restated Articles, like all provisions of our Amended and Restated Articles, may be amended with a shareholder vote. Competition In identifying, evaluating and selecting a target business for our initial Business Combination, we encounter competition from other entities having a business objective similar to ours, including other SPACs, private equity groups and leveraged buyout funds, public companies 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 similar or greater financial, technical, human and other resources than us. Our ability to acquire larger target businesses is 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 or are forced to exercise their redemption rights may reduce the resources available to us for our initial Business Combination and our issued and outstanding Rights, and the future dilution they potentially represent, may not be viewed favorably by certain target businesses. Either of these factors may place us at a competitive disadvantage in successfully negotiating an initial Business Combination. Employees We currently have two officers: Mr. Vincent T. Cubbage and Mr. Andrew B. Lipsher. They are not obligated to devote any specific number of hours to our matters but they intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial Business Combination. These individuals are not obligated to devote any specific number of hours to our matters, but they devote as much of their time as they deem necessary to our affairs until we have completed our initial Business Combination. The amount of time they devote in any time period varies based on the stage of the Business Combination process we are in. We do not intend to have any full-time employees prior to the completion of our initial Business Combination. Periodic Reporting and Financial Information We have registered our Public Units, Public Shares and Public Rights under the Exchange Act and 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, including this Report, contain financial statements audited and reported on by Withum, our independent registered public accountant. 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 materials or tender offer documents sent to shareholders to assist them in assessing the target business, such as Hecate. In all likelihood, these financial statements will need 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 conduct an initial Business Combination with 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. We cannot assure our shareholders that any particular target business identified by us as a potential Business Combination candidate will have financial statements prepared in accordance with the requirements outlined above, or that the potential target business will be able to prepare its financial statements in accordance with the requirements outlined above. To the extent that these requirements cannot be met, we may not be able to acquire the proposed target business, including Hecate. While this may limit the pool of potential Business Combination candidates, we do not believe that this limitation will be material. 32 Table of Contents We are required to evaluate our internal control procedures for the fiscal year ending December 31, 2026 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 have our internal control procedures audited. 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 Business Combination. 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 Companies Act. As an exempted company, we have applied for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (Revised) of the Cayman Islands, for a period of 30 years from the date of the undertaking, no law that is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our Ordinary Shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. 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 continue 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 May 12, 2030, (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 Class A Ordinary Shares that are 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. We are also 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 Class A Ordinary Shares held by non-affiliates equals or exceeds $250 million as of the end of that year’s second fiscal quarter, or (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our Class A Ordinary Shares held by non-affiliates exceeds $700 million as of the end of that year’s second fiscal quarter. In addition, prior to the consummation of a Business Combination, only holders of our Class B Ordinary Shares have the right to vote on (i) the appointment or removal of directors and (ii) an amendment to continue our existence in a jurisdiction outside of the Cayman Islands. As a result, Nasdaq considers us to be a “controlled company” within the meaning of Nasdaq corporate governance standards. Under Nasdaq corporate governance standards, a company of which more than 50% of the voting power for the appointment of directors is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements. We currently do not intend to rely on the “controlled company” exemption but may do so in the future. Accordingly, if we choose to do so, our shareholders will not have the same protections afforded to shareholders of companies that are subject to all of the Nasdaq corporate governance requirements. 33 Table of Contents