What changed in this filing

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Item 1A. Risk Factors

2026-05-14 compared with 2025-11-06 · 51 added, 3 removed, 7 unchanged (89% of the section changed)

2 unchanged sentences

differ materially from those in this report include the risk factors described in our final prospectus for our Initial Public Offering.

filed with the SEC.

As of the date of this report, there have been no material changes to the risk factors disclosed in our final prospectus

for our Initial Public Offering filed with the SEC.

As of the date of this report, there have been no material changes to the risk factors disclosed in our final prospectus for our Initial

Public Offering filed with the SEC, except as described below.

The New York Stock Exchange may delist our securities from trading

on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading

restrictions.

Our Class A ordinary shares, rights and units are listed on the New

York Stock Exchange (“NYSE”).

We are subject to compliance with the NYSE’s continued listing requirements in order to

maintain the listing of our securities on the NYSE.

Such continued listing requirements for the Class A ordinary shares include:

● maintaining an average aggregate global market capitalization

of at least $50,000,000 or an average aggregate global market capitalization attributable to publicly-held Class A ordinary shares of

at least $40,000,000, excluding Class A ordinary shares held by our directors, officers, or their immediate families and other concentrated

holdings of ten percent or greater, in each case measured over thirty consecutive trading days;

● 300 public shareholders;

● 600,000 publicly-held Class A ordinary shares.

On February 6, 2026, we received a notice from the NYSE that we were

not in compliance with NYSE listing standard 802.01B because we had fallen below compliance with the 300 public shareholders requirement.

In accordance with the NYSE listing requirements, we submitted a plan that demonstrated how we expected to return to compliance with NYSE

listing standard 802.01B.

The notice has no immediate impact on the listing or trading of our securities on the NYSE.

If the NYSE approves

our plan, our securities are expected to continue to be listed and traded on the NYSE during the applicable cure period, subject to our

compliance with other NYSE listing standards and periodic review by the NYSE of our progress under the plan.

We cannot assure you that we will continue to meet the NYSE’s

continued listing requirements.

If our securities do not meet the NYSE’s continued listing requirements, the NYSE may delist our

securities from trading on its exchange.

If the NYSE delists any of our securities from trading on its exchange and we are not able to

list such securities on another national securities exchange, we expect such securities could be quoted on an over-the-counter market.

If this were to occur, we could face significant material adverse consequences, including:

● a limited availability of market quotations for our securities;

● reduced liquidity for our securities;

● the possibility that the Class A ordinary shares could be

deemed a “penny stock” which will require brokers trading in Class A ordinary shares to adhere to more stringent rules and

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

● a limited amount of news and analyst coverage;

● a decreased ability to issue additional securities or obtain

additional financing in the future.

The National Securities Markets Improvement Act of 1996, which is a

federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered

securities.” Our Class A ordinary shares, units and rights currently qualify as covered securities under such statute.

the states are preempted from regulating the sale of covered securities, the federal statute does allow the states to investigate companies

if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered

securities in a particular case.

While we are not aware of a state having used these powers to prohibit or restrict the sale of securities

issued by blank check companies, other than the State of Idaho, certain state securities regulators view blank check companies unfavorably

and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states.

Further, if we were no longer listed on the NYSE, our securities would not qualify as covered securities under such statute and we would

be subject to regulation in each state in which we offer our securities, including in connection with our initial Business Combination,

which may negatively impact our ability to consummate our initial Business Combination.

Unregistered Sales of Equity Securities

3 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1A. Risk Factors