Item 1A. Risk Factors
ITEM 1A. RISK FACTORS
As of the date of this report, there have been
no material changes to the risk factors disclosed in our final prospectus filed with the SEC on June 26, 2025. Any of these factors could
result in a significant or material adverse effect on our results of operations or financial condition. In addition to these risk factors,
the Company has identified the following additional risk factor:
Our independent registered public accounting
firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going
concern.”
As of December 31, 2025, the Company had $808,775
in cash held outside of the Trust Account and working capital of $763,437. Further, we have incurred and expect to continue to incur significant
costs in pursuit of our financing and acquisition plans. Management’s plans to address this need for capital through the business
combination are discussed in the section of this report titled “Management’s Discussion and Analysis of Financial Condition
and Results of Operations.” We cannot assure you that our plans to raise capital or to consummate an initial business combination
will be successful. These factors, among others, raise substantial doubt about our ability to continue as a going concern. The financial
statements contained elsewhere in this report do not include any adjustments that might result from our inability to continue as a going
concern.
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