Item 1. Business
ITEM 1. BUSINESS
Overview
LightWave Acquisition Corp. is a blank check company incorporated as
a Cayman Islands exempted company and formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share
purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this report as our
initial business combination or initial Business Combination.
Initial Public Offering and Private Placement
On June 26, 2025 the Company consummated its
initial public offering (“IPO”), which consisted of 21,562,500 units (the “Units”), including the exercise
in full by the underwriter of an option to purchase up to 2,812,500 Units at the offering price to cover over-allotments. Each Unit
consists of one Class A ordinary share, par value $0.0001 per share (the “Class A ordinary shares”), of the Company, and
one-half of one redeemable warrant (each, a “Warrant”) of the Company, with each whole Warrant entitling the holder
thereof to purchase one Class A ordinary share for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating
gross proceeds to the Company of $215,625,000.
Simultaneously with the closing of the IPO, the
Company completed the private placement of an aggregate of 606,250 units (the “Private Placement Units”) to the Sponsor and
BTIG, LLC, the representative of the underwriters, at $10.00 per Private Placement Unit, each Private Placement Unit consisting of one
Class A ordinary share and one-half of one redeemable Warrant, each whole Warrant exercisable to purchase one Class A ordinary share.
Of those 606,250 Private Placement Units, the Sponsor purchased 390,625 Private Placement Units and BTIG, LLC purchased 215,625 Private
Placement Units. The Warrants contained in the Private Placement Units are identical to the Warrants included in the Units sold in the
IPO, except as otherwise disclosed in the registration statement filed with the SEC relating to the IPO. No underwriting discounts or
commissions were paid with respect to such sale. The issuance of the Private Placement Units was made pursuant to the exemption from registration
contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
Following the closing of the IPO, an amount of
$215,625,000 (which amount includes $7,546,875 of the underwriter’s deferred discount) from the net proceeds of the sale of the
Units in the IPO and the private placement was placed in a trust account which will be invested only in U.S. government treasury obligations
with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company
Act which invest only in direct U.S. government treasury obligations; and/or held in cash or cash items (including in demand deposit accounts).
To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases
the longer that we hold investments in the trust account, we may, at any time (based on our management team’s ongoing assessment
of all factors related to our potential status under the Investment Company Act), instruct the trustee to liquidate the investments held
in the trust account and instead to hold the funds in the trust account in cash or in an interest bearing demand deposit account. As of
December 31, 2025, funds in the trust account totaled approximately $220,079,851.
On August 15, 2025, holders of the Units could
elect to separately trade the Class A ordinary shares and Warrants included in the Units. The Class A ordinary shares and Warrants trade
on the Nasdaq Global Market (“Nasdaq”) under the symbols “LWAC” and “LWACW,” respectively. Units not
separated will continue to trade on Nasdaq under the symbol “LWACU.” Holders of Units will need to have their brokers contact
Continental Stock Transfer and Trust Company, the Company’s transfer agent, in order to separate the Units into Class A ordinary
shares and Warrants.
Business Strategy
Although we currently intend to focus on target
businesses in the technology industry, we may pursue an acquisition opportunity in any business, industry, sector or geographical location.
We intend to focus on industries that complement our management team’s background, and to capitalize on the ability of our management
team to identify and acquire a business. We will seek to acquire established businesses of scale that we believe are poised for continued
growth with capable management teams and proven unit economics, but potentially in need of financial, operational, strategic or managerial
enhancement to maximize value.
We believe that the experience and capabilities
of our management team will make us an attractive partner to potential target businesses, enhance our ability to complete a successful
business combination, and bring value to the business post-business combination. Our team has broad sector knowledge though their collective
involvement across a variety of industries, as well as extensive global capital markets experience, with local and cross-border capabilities
allowing access to different sectors of the capital markets.
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Competitive Strengths
Alternative Path to Becoming Public
We believe our structure will make us an attractive
business combination partner to prospective target businesses that desire to become a publicly listed company. A merger with us will offer
a target business an alternative process to a public listing rather than the traditional initial public offering process. We believe that
target businesses may favor this alternative, which we believe is less expensive, while offering greater certainty of execution than the
traditional initial public offering. Furthermore, once a proposed business combination is approved by our shareholders and the transaction
is consummated, 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 that could prevent the offering from occurring. Once public, we
believe the target business would have greater access to capital and additional means of creating management incentives that are
better aligned with shareholders’ interests than it would as a private company. A public company can offer further benefits by augmenting
a company’s profile among potential new customers and vendors and aid in attracting talented management. With public company corporate
governance standards, a target business may become attractive to the public investors.
Strong and Stable Financial Position with Flexibility
With funds available for a business
combination in the amount of $212,532,976, as of December 31, 2025, after payment of $7,546,875 of deferred underwriting fees assuming no redemptions, we
offer a target business a variety of options such as providing the owners of a target business with shares in a public company and a
public means to sell such shares, 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 consummate 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 will allow
us to tailor the consideration to be paid to the target business to fit its needs and desires. However, since we have no specific
business combination under consideration, we have not taken any steps to secure third party financing and there can be no assurance
that it will be available to us.
Prior SPAC Experience
Below are the SPAC business combinations in which members of officers
and directors have participated, along with certain other information:
●
SPAC (CF Finance Acquisition Corp.), Target (GCM Grosvenor, Inc.). SPAC consummated its IPO on December 17, 2018 for 25,000,000 units, with each unit consisting of one share of Class A common stock, $0.0001 par value and three-quarters of one redeemable warrant to purchase one share of Class A common stock at an exercise price of $11.50 per share, at $10.00 per share, generating gross proceeds of $250,000,000. On December 31, 2018, the underwriters of the SPAC’s initial public offering exercised their over-allotment option in part and purchased 758,413 units at an offering price of $10.00 per unit, generating gross proceeds of approximately $7,584,130. No extension of SPAC term. 9,469,978 public shares, or approximately 36.76%, were redeemed in connection with the business combination. GCM Grosvenor, Inc. trades on Nasdaq under the symbol “GCMG”, and the price of the common stock has ranged from $14.41 to $6.58 following consummation of the business combination,
with a closing price of $9.75 on March 25, 2026.
●
SPAC (CF Finance Acquisition Corp. II), Target (View, Inc.). SPAC consummated its IPO on August 31, 2020 for 50,000,000 units, with each unit consisting of one share of Class A common stock, $0.0001 par value and one-third of one redeemable warrant at $10.00 per share, generating gross proceeds of $500,000,000. No extension of SPAC term. 12,587,893 public shares, or approximately 25.18%, were redeemed in connection with the business combination. View, Inc. and certain of its subsidiaries filed voluntary petitions in the United States Bankruptcy Court for the District of Delaware for relief under chapter 11 of title 11 of the United States Code with a prepackaged chapter 11 plan, thereby commencing the chapter 11 cases (the “Chapter 11 Cases”). Trading of the company’s securities on Nasdaq was subsequently suspended on April 5, 2024. Two separate civil actions alleging fiduciary duty and securities law violations have been brought in connection with the CF Finance Acquisition II business combination, one of which has been settled and the other of which the parties have submitted a proposed settlement for court approval.
●
SPAC (CF Finance Acquisition Corp. III), Target (AEye, Inc.). SPAC consummated its IPO on November 17, 2020 for 23,000,000 units, including 3,000,000 units sold upon exercise of the underwriters’ over-allotment in full, with each unit consisting of one share of Class A common stock, par value $0.0001 per share, and one-third of one redeemable warrant, with each whole warrant entitling the holder thereof to purchase one share of Class A common stock for $11.50 per share. No extension of SPAC term. 19,355,365 public shares, or approximately 84.15%, were redeemed in connection with the business combination. AEye, Inc. trades on Nasdaq under the symbol “LIDR”, and
the price of the common stock has ranged from $321.90 to $0.52 following consummation of the business combination, with a closing price
of $2.06 on March 25, 2026.
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●
SPAC (LightJump Acquisition Corp.), Target (Moolec Science SA). SPAC consummated its IPO on January 12, 2021 for 12,000,000 units, with each unit consisting of one share of common stock, $0.0001 par value and one-half of one redeemable warrant to purchase one share of common stock at an exercise price of $11.50 per share, at $10.00 per share, generating gross proceeds of $120,000,000. On January 15, 2021, the underwriters of the SPAC initial public offering exercises the over-allotment option to purchase 1,800,000 additional units for gross proceeds of $18,000,000. On July 8, 2022, SPAC stockholders approved a proposal to extend the date by which SPAC had to consummate its initial business combination from July 12, 2022 to January 12, 2023. Public Stockholders holding 11,032,790 Public Shares exercised their right to redeem their SPAC shares for a pro rata portion of the funds in the trust account. As a result, $110,507,220.68 was removed from the trust account to pay such holders. Following redemptions, SPAC had 2,767,210 public shares outstanding. Of the remaining shareholders, 2,572,848, or approximately 92.98%, redeemed their public shares in connection with the business combination. Moolec Science SA trades on Nasdaq under the symbol “MLEC”, and the price of the common stock has ranged from $192.50 to $5.50 following consummation of the business combination,
with a closing price of $6.66 on March 25, 2026.
● SPAC (CF Finance Acquisition Corp. IV). SPAC
consummated its IPO of 50,000,000 units, including 5,000,000 units sold upon partial exercise of the underwriters’ over-allotment option,
with each unit consisting of one share of Class A common stock, par value $0.0001 per share, and one-third of one redeemable
warrant, with each whole warrant entitling the holder thereof to purchase one share of Class A common stock for $11.50 per share.
No extension of SPAC term. SPAC was dissolved and liquidated on November 28, 2023 because SPAC was unable to complete a business
combination within the time period required by its amended and restated certificate of incorporation.
●
SPAC (Cantor Equity Partners, Inc.), Target (Twenty One Capital, Inc.) . SPAC consummated its IPO of 10,000,000 Class A ordinary shares, par value $0.0001 per share. The shares were sold at a price of $10.00 per share, generating gross proceeds to the Company of $100,000,000. SPAC entered into a business combination agreement with, among others, Twenty One Capital, Inc. and Tether Investments, S.A. de C.V. on April 22, 2025 and the business combination closed on December 8, 2025.
In recent years, stock prices of a number
of target businesses have underperformed post-business combination with a SPAC. As a result, we cannot assure you that
we will properly ascertain or assess all of the significant risk factors associated with a target business or that the price of the shares
of the combined entity post-business combination will increase.
Our Acquisition Process
In evaluating a prospective target business, we
expect to conduct a due diligence review which may encompass, 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 about the target and its industry 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.
The time required to select and evaluate a target
business and to structure and complete our initial business combination, and the costs associated with this process, are not currently
ascertainable with any degree of certainty. 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 available for us to use to complete another business combination.
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Initial Business Combination
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 underwriting commissions and taxes payable on the interest earned on the trust account). 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
Nasdaq rules, any initial business combination must be approved by a majority of our independent directors.
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 issued and
outstanding 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 of 1940, as amended, or 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 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 shares, our shareholders immediately prior to our initial business combination could own less than a majority
of our issued and outstanding 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% of net assets test described above. If the business combination
involves more than one target business, the aggregate value of all of the target businesses, will be taken into account for purposes of
the 80% fair market value test.
We are not prohibited from pursuing an initial
business combination with a company that is affiliated with our sponsor, officers or directors, non-managing sponsor investors, or
completing the business combination through a joint venture or other form of shared ownership with our sponsor, officers or directors
or non-managing sponsor investors. In the event we seek to complete our initial business combination with a company that is affiliated
(as defined in our amended and restated memorandum and articles of association) with our sponsor (including its members), officers or
directors, 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.
Members of our management team and our independent
directors directly or indirectly own founder shares and/or private 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. 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.
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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 may 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 may be required to honor his or her fiduciary or contractual obligations
to present such business combination opportunity to such other entity. Our amended and restated memorandum and articles of association
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 special purpose acquisition companies 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 special purpose acquisition
company with which they may become involved. Any such companies, businesses or investments may present additional conflicts of interest
in pursuing an initial business combination target, which could materially affect our ability to complete our initial business combination.
Other than Cantor Equity Partners, Inc., which is a special purposes acquisition company that is affiliated with our directors, Robert
Hochberg and Charlotte S. Blechman, as discussed in the section titled “Proposed Business — Our Management Team —
Prior SPAC Experience,” the other entities to which our officers and directors currently owe fiduciary duties or contractual
obligations are not themselves in the business of engaging in business combinations. In order to minimize potential conflicts of interest
which may arise from multiple affiliations with SPACs, unless a business combination opportunity is expressly offered to us or to one
of our directors or officers solely in his or her capacity as our director and/or officer and such opportunity is one we are permitted
to undertake and would otherwise be reasonable for us to pursue, subject to their other legal obligations, we expect that our officers
and directors who are also officers and/or directors of other SPACs (including Cantor Equity Partners, Inc., in the case of Robert Hochberg
and Charlotte S. Blechman) will present suitable target businesses to us and the other applicable SPACs based on which SPAC went public
first and taking into account any contractual restrictions applicable to each such SPAC and other reasonable considerations (including
but not limited to the relative sizes of the SPACs and the amount in trust compared to the sizes of the targets, the need or desire for
additional financings, the amount of time required to complete a business combination and the relevant experience of the directors and
officers involved with a particular blank check company).
We have filed a Registration Statement on Form 8-A with
the SEC to voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as amended,
or the Exchange Act. As a result, we are subject to the rules and regulations promulgated under the Exchange Act. 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.
Sources of Target Businesses
We anticipate that target business candidates
will be brought to our attention from various unaffiliated sources, including investment bankers and private investment funds. Target
businesses may 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 our filings with the SEC 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.
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Prior to or in connection with the completion
of our initial business combination, there may be payment by the company to our sponsor, officers or directors, advisors, 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, 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 or directors, non-managing sponsor investors, or
completing the business combination through a joint venture or other form of shared ownership with our sponsor, officers or directors
or non-managing sponsor investors. In the event we seek to complete our initial business combination with a company that is affiliated
(as defined in our amended and restated memorandum and articles of association) with our sponsor (including its members), officers or
directors, 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.
Competition
In identifying, evaluating and selecting a target
business for our initial business combination, we may encounter significant competition from other entities having a business objective
similar to ours (including other special purpose acquisition companies, private equity groups and leveraged buyout funds, public companies
and operating businesses seeking strategic acquisitions), which competition may impact the attractiveness of the acquisition terms that
we will be able to negotiate. 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 financial, technical, human and other
resources that are similar to or greater than us. Our ability to acquire larger target businesses will be 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 the exercise of redemption rights by our public shareholders may reduce the resources available to us for
our initial business combination and our issued and outstanding warrants, and the future dilution they potentially represent, may not
be viewed favorably by certain target businesses. Either or both of these factors may place us at a competitive disadvantage in successfully
negotiating an initial business combination. See “ Risk Factors — Because of our limited resources and the significant
competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we
are unable to complete our initial business combination, our public shareholders may receive only their pro rata portion of the funds
in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless .”
Employees
We currently have two officers: Mr. Bennett and William W. Bunker.
These individuals 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. The amount of time they will devote
in any time period will vary based on whether a target business has been selected for our initial business combination and 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 units, Class A ordinary
shares and warrants 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 will contain financial
statements audited and reported on by our independent registered public accountants.
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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. 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 you 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. While this may limit the pool of potential business combination candidates, we do
not believe that this limitation will be material.
We will be required to evaluate our internal control
procedures for the fiscal year ending December 31, 2025 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 have filed a Registration Statement on Form 8-A with
the SEC to voluntarily register our securities under Section 12 of the Exchange Act. As a result, we are subject to the rules
and regulations promulgated under the Exchange Act. 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 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 (as amended) of the Cayman Islands, for
a period of 30 years from the date of the undertaking (being 3 February 2025), no law which 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 shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of
a payment of dividends 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 take
advantage of the benefits of this extended transition period.
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We will remain an emerging growth company until
the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of our IPO, (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 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during
the prior three-year period.
Additionally, we are 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.