Item 1A. Risk Factors
Item 1A. Risk Factors
As a smaller reporting company under Rule 12b-2
of the Exchange Act, we are not required to include risk factors in this Quarterly Report. For additional risks relating to our operations,
other than as set forth below, see the section titled “Risk Factors” contained in our final prospectus filed with the SEC
on March 21, 2025. Any of these factors could result in a significant or material adverse effect on our results of operations or financial
condition. Additional risks could arise that may also affect our business or ability to consummate an initial Business Combination. We
may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.
Changes in international trade policies,
tariffs and treaties affecting imports and exports may have a material adverse effect on our search for an initial Business Combination
target or the performance or business prospects of a post-Business Combination company.
There have recently been significant changes to
international trade policies and tariffs affecting imports and exports. Any significant increases in tariffs on goods or materials or
other changes in trade policy could negatively affect our search for a target and/or our ability to complete our initial Business Combination.
Recently, the U.S. has implemented a range of
new tariffs and increases to existing tariffs. In response to the tariffs announced by the U.S., other countries have imposed, are considering
imposing, and may in the future impose new or increased tariffs on certain exports from the United States. There is currently significant
uncertainty about the future relationship between the United States and other countries with respect to trade policies, taxes, government
regulations and tariffs, and we cannot predict whether, and to what extent, current tariffs will continue or trade policies will change
in the future.
Tariffs, or the threat of tariffs or increased
tariffs, could have a significant negative impact on certain businesses (either due to domestic businesses’ reliance on imported
goods or dependence on access to foreign markets, or foreign businesses’ reliance on sales into the United States). In addition,
retaliatory tariffs could have a significant negative impact on foreign businesses that rely on imports from the United States, and domestic
businesses that rely on exporting goods internationally. These tariffs and threats of tariffs and other potential trade policy changes
could negatively affect the attractiveness of certain initial Business Combination targets, or lead to material adverse effects on a post-Business
Combination company. Among other things, historical financial performance of companies affected by trade policies and/or tariffs may not
provide useful guidance as to the future performance of such companies, because future financial performance of those companies may be
materially affected by new U.S. tariffs or foreign retaliatory tariffs, or other changes to trade policies. The business prospects of
a particular target for a Business Combination could change even after we enter into a Business Combination agreement, as a result of
tariffs or the threat of tariffs that may have a material impact on that target's business, and it may be costly or impractical for us
to terminate that Business Combination agreement. These factors could affect our selection of a Business Combination target.
We may not be able to adequately address the risks
presented by these tariffs or other potential trade policy changes. As a result, we may deem it costly, impractical or risky to complete
an initial Business Combination with a particular target or with a target in a particular industry or from a particular country. Consequently,
the pool of potential target companies may be reduced, which could impair our ability to identify a suitable target and to complete an
initial Business Combination. If we complete an initial Business Combination with such a target, the post-Business Combination company’s
operations and financial results could be adversely affected as a result of tariffs or changes to trade policies, which may cause the
market value of the securities of the post-Business Combination company to decline.
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