Item 1. Business
Item 1. Business.
Introduction
We are a blank check company incorporated on June
5, 2025, as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase,
reorganization or similar business combination with one or more businesses. We have neither engaged in any operations nor generated any
revenue to date.
We were formed as an independent company by executives
of M3 Partners, LP (“ M3 Partners ”) and Brigade Capital Management, LP (“ Brigade ”). M3 Partners is
a leading financial advisory firm which provides advisory services to companies at inflection points in their growth trajectories. Brigade
is a leading global investment advisor that was founded in 2006 to specialize in credit-focused investment strategies and has approximately
$31 billion in assets under management as of January 1, 2026. M3 Partners and Brigade will provide support to us in our pursuit of a successful
initial business combination. The team at M3 Partners has successfully completed hundreds of engagements in which it has assisted stockholders,
creditors and companies in maximizing the value of businesses and assets held by them. Brigade brings a track record of nearly 20 years
of deep fundamental credit research driven by a disciplined investment process which has been proven over numerous market cycles.
We are led by the team that organized M III Acquisition
Corp. (the “Initial SPAC”), M3-Brigade Acquisition II Corp. (the “Second SPAC”), M3-Brigade Acquisition III Corp.
(the “Third SPAC”), M3-Brigade Acquisition IV Corp. (the “Fourth SPAC”), M3-Brigade Acquisition V Corp. (the “Fifth
SPAC”) and BM3EAC Corp. (the “EuroSPAC”). Members of our team managed the Initial SPAC through an initial business combination
in March 2018 to create Infrastructure and Energy Alternatives, Inc. (“IEA”) (NASDAQ: IEA). IEA was a leading engineering,
procurement and construction company which specializes in renewable energy infrastructure which was acquired by MasTec Inc. (NYSE: MTZ)
on October 7, 2022 at a valuation of $1.1 billion. The Third SPAC (NYSE: GFR) completed its initial business combination with Greenfire
Resources (“Greenfire”) (NYSE: GFR) in September 2023 in a transaction which valued Greenfire at $950 million. The Second
SPAC was liquidated in accordance with the terms of its charter in December 2023 and the sponsors of the Fourth SPAC elected not to pursue
its initial public offering and withdrew its registration statement in March 2022. The sponsor of the Fifth SPAC elected to sell its interest
in the Fifth SPAC to an unaffiliated third party. The team that organized our Sponsor also organized the EuroSPAC, incorporated in the
Cayman Islands and listed on Euronext Amsterdam, which is currently seeking to effect a business combination with an operating company
with significant operations in Europe. The Initial SPAC, the Second SPAC, the Third SPAC, the Fourth SPAC, the Fifth SPAC and the EuroSPAC
are collectively referred to herein as the “Prior SPACs”.
While we will not limit our efforts to identify
a prospective business combination to any particular business industry or sector or to any geographic region, we have identified the cryptocurrency
and blockchain sectors as areas that allow us to combine the expertise of our team with a sector that is currently undergoing significant
regulatory and business change.
Our executive offices are located at 1700 Broadway,
19th Floor, New York, NY 10019 and our telephone number is (212) 202-2200. Our corporate website address is www.m3-brigade.com. Our website
and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is
not considered part of, this annual report. You should not rely on any such information in making your decision whether to invest in our
securities.
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Company History
On June 6, 2025, our Sponsor paid $25,000, or approximately
$0.003 per share, to cover certain of our offering costs in exchange for 8,625,000 founder shares. On August 28, 2025, we consummated
our initial public offering of 34,500,000 units (the “ Units ”), which includes the full exercise by the underwriters
of their over-allotment option in the amount of 4,500,000 Units, at $10.00 per Unit, generating gross proceeds of $345,000,000 (the “ IPO ”).
Each Unit consists of one Class A ordinary share, par value $0.0001 per share (the “ Class A ordinary shares ” or “ Public
Shares ”) and one-third of one redeemable warrant (the “ Public Warrants ”) of the Company, with each whole
Public Warrant entitling the holder to purchase one Class A ordinary share for $11.50 per share, subject to adjustment.
Simultaneously with the closing of the IPO, the
Company consummated the sale of 5,333,333 warrants (the “ Private Placement Warrants ”) to the Sponsor and Cantor Fitzgerald
& Co., the representative of the underwriters of the IPO, at a price of $1.50 per warrant, or $8,000,000. Of those 5,333,333 Private
Placement Warrants, the Sponsor purchased 4,333,333 Private Placement Warrants and Cantor Fitzgerald & Co. purchased 1,000,000 Private
Placement Warrants. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share. Certain
institutional investors who are not affiliated with any member of management (the “ non-managing sponsor investors ”),
the Sponsor or any other investor in the Sponsor provided approximately 92.3% of the capital utilized by the Sponsor to purchase the Private
Placement Warrants and, as a result, indirectly hold approximately 92.3% of such warrants.
Following the closing of the Initial Public Offering,
on August 28, 2025, an amount of $345,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units and the sale of the Private
Placement Warrants was placed in the trust account (the “ Trust Account ”). This amount included $16,425,000 of the deferred
underwriter’s discount. The funds held in the Trust Account are invested in U.S. government securities, within the meaning set forth
in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “ Investment Company Act ”), 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.
Effecting Our Initial Business Combination
General
We are not presently engaged in, and we will not
engage in, any operations for an indefinite period of time. We intend to effectuate our initial business combination using cash held in
the Trust Account, the proceeds of the sale of our shares in connection with our initial business combination, 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 Class A ordinary shares, we may use the balance of the
cash released to us from the Trust Account 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.
Although we are not limited to a particular industry
or geographic region for purposes of consummating an initial business combination, we may focus our search on North American and European
businesses in disruptive growth sectors, which complements the expertise of our management team. Although our management will assess the
risks inherent in a particular target business with which we may combine, we cannot assure you 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.
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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 may target businesses with enterprise values that are greater than we could acquire with the net proceeds of the IPO and the sale of
the Private Placement Warrants, 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 holders of our Public Shares (“ 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
forward purchase agreements or backstop agreements we may enter into following consummation of the IPO. At this time, we are not a party
to any arrangement or understanding with any third party with respect to raising any additional funds through the sale of securities or
otherwise. None of our Sponsor, officers, directors or shareholders is required to provide any financing to us in connection with or after
our initial business combination.
Selection of a Target Business and Structuring
of Our Initial Business Combination
The rules of The Nasdaq Stock Market LLC (“ Nasdaq ”)
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 (including with
the assistance of financial advisors), we will obtain an opinion from an independent investment banking firm that is a member of Financial
Industry Regulatory Authority, Inc. (“ FINRA ”) or a valuation or appraisal firm 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 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.
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 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.
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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 we can use to complete another business combination.
We are not prohibited from pursuing an initial
business combination with a company that is affiliated with our Sponsor, officers or directors, or completing the business combination
through a joint venture or other form of shared ownership with our Sponsor, officers or directors. In the event we seek to complete an
initial business combination with a target that is affiliated (as defined in our amended and restated memorandum and articles of association)
with our Sponsor, officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment
banking firm that is a member of FINRA or a valuation or appraisal firm 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.
Certain members of our management team and directors
indirectly own founder shares and/or Private Placement Warrants 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.
Each of our officers and directors presently has,
and any of them in the future may have additional, fiduciary or contractual obligations to at least one other entity pursuant to which
such officer or director is or will be required to present a business combination opportunity to such entity. 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 memorandum and
articles of association provides that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an
officer 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 may be a corporate opportunity for any director or officer,
on the one hand, and us, on the other. We do not believe, however, that the fiduciary duties or contractual obligations of our officers
or directors will 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. However, we do not believe that any such potential conflicts would materially affect our ability
to complete 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 Class A ordinary 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 where we
do not survive and any transactions where we issue more than 20% of our issued and outstanding ordinary shares or seek to amend our amended
and restated memorandum and articles of association 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 Nasdaq’s shareholder approval rules.
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The requirement that we provide our public shareholders
with the opportunity to redeem their Public Shares by one of the two methods listed above are contained in provisions of our amended and
restated memorandum and articles of association 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, which requires the affirmative vote of at least
two-thirds of the votes cast by the shareholders of the issued shares present in person or represented by proxy and entitled to vote on
such matter at a general meeting of the Company, so long as we offer redemption in connection with such amendment.
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 memorandum
and articles of association:
● 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
● 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 under Cayman Islands law, which requires the affirmative vote
of at least a majority of the votes cast by the shareholders of the issued shares present in person or represented by proxy and entitled
to vote on such matter at a general meeting of the Company. A quorum for such meeting will be present if the holders of one third of issued
and outstanding 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 a letter agreement (the “ Letter Agreement ”), our Sponsor, officers and directors
have agreed to vote their founder shares and any Public Shares purchased during or after the IPO (including in open market and privately
negotiated transactions) 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, in addition to our initial
shareholders’ founder shares, we would need 12,937,501, or 37.5%, of the 34,500,000 Public Shares sold in the IPO to be voted in
favor of an initial business combination in order to have our initial business combination approved, assuming all outstanding shares are
voted and the parties to the Letter Agreement do not acquire any Class A ordinary shares. Assuming that only the holders of one-third
of our issued and outstanding ordinary shares, representing a quorum under our amended and restated memorandum and articles of association
vote their shares at a general meeting of the Company, we will not need any Public Shares in addition to our founder shares to be voted
in favor of an initial business combination in order to approve an initial business combination. However, if our initial business combination
is structured as a statutory merger or consolidation with another company under Cayman Islands law, the approval of our initial business
combination will require a special resolution, which requires the affirmative vote of at least two-thirds of the votes cast by the shareholders
of the issued shares present in person or represented by proxy and entitled to vote on such matter at a general meeting of the Company.
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 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 which 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.
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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 shares than we have offered to purchase, we will withdraw the tender offer and not complete
the initial business combination.
Upon the public announcement of our initial business
combination, if we elect to conduct redemption pursuant to the tender offer rules, we or our Sponsor will terminate any plan established
in accordance with Rule 10b5-1 to purchase our Class A ordinary 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 shares in “street name,” to, at the holder’s
option, either deliver their share certificates to our transfer agent or deliver their shares to our transfer agent electronically using
the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) 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 shares is included.
The proxy materials or tender offer documents, as applicable, that we will furnish to holders of our Public Shares 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 shares
delivered by public shareholders who elected to redeem their shares.
We will provide our public shareholders with the
opportunity to redeem their Public Shares for cash at a per share price equal to the aggregate amount then on deposit in the Trust Account
calculated as of two business days prior to the consummation of our initial business combination, including interest earned on the funds
held in the Trust Account (less taxes payable), divided by the number of then outstanding Public Shares, upon the completion of our initial
business combination, subject to the limitations and on the conditions described herein and in the registration statement relating to
the IPO. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting
commissions we will pay to the underwriters. There will be no redemption rights upon the completion of our initial business combination
with respect to our Warrants. The Sponsor, our officers and directors have entered into the Letter Agreement, pursuant to which they have
agreed to waive their redemption rights with respect to their founder shares and any Public Shares held by them 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 Class A ordinary 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 shares, and all Class A ordinary 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 forward purchase agreements
or backstop arrangements we may enter into following consummation of the IPO, in order to, among other reasons, satisfy such net tangible
assets or minimum cash requirements.
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, initial shareholders, directors, officers, advisors and their affiliates may purchase Public Shares or Public Warrants
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. Any such price per share may be different than the amount per share a public shareholder
would receive if it elected to redeem its shares in connection with our initial business combination. Such a purchase may include a contractual
acknowledgment that such shareholder, although still the record holder of our shares is no longer the beneficial owner thereof and therefore
agrees not to exercise its redemption rights. In the event that our Sponsor, initial shareholders, directors, officers, advisors and their
affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption
rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. It is intended that, if Rule
10b-18 would apply to purchases by our Sponsor, initial shareholders, directors, officers, advisors and 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.
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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, initial
shareholders, directors, officers, advisors and 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 Warrants
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 Warrants outstanding
and/or increase the likelihood of approval on any matters submitted to the public warrant 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 that may not otherwise
have been possible.
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, initial shareholders, directors, officers,
advisors and their affiliates anticipate that they may identify the shareholders with whom our Sponsor, initial shareholders, directors,
officers, advisors and their affiliates may pursue privately negotiated transactions by either the shareholders contacting us directly
or by our receipt of redemption requests submitted by shareholders (in the case of Class A ordinary shares) following our mailing of proxy
materials in connection with our initial business combination. To the extent that our Sponsor, initial shareholders, directors, officers,
advisors and their affiliates enter into a private transaction, they would identify and contact only potential selling or redeeming shareholders
who have expressed their election to redeem their shares for a pro rata share of the Trust Account or vote against our initial business
combination, whether or not such shareholder has already submitted a proxy with respect to our initial business combination but only if
such shares have not already been voted at the general meeting related to our initial business combination. Our Sponsor, initial shareholders,
directors, officers, advisors and their affiliates will select which shareholders to purchase shares from based on the negotiated price
and number of shares and any other factors that they may deem relevant, and will be restricted from purchasing shares if such purchases
do not comply with Regulation M under the Exchange Act and the other federal securities laws.
Our Sponsor, initial shareholders, directors, officers,
advisors and their affiliates will be restricted from making purchases of 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, initial shareholders, directors, officers,
advisors and their affiliates were to purchase Public Shares or Public Warrants 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, initial shareholders, directors, officers, advisors and their affiliates may purchase Public Shares or Public Warrants from public
shareholders outside the redemption process, along with the purpose of such purchases;
● if our Sponsor, initial shareholders, directors, officers, advisors and their affiliates were to purchase Public Shares or Public
Warrants 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, initial shareholders, directors, officers, advisors and their affiliates would not be voted
in favor of approving the business combination transaction;
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● our Sponsor, initial shareholders, directors, officers, advisors and 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 Form 8-K, before our security holder meeting to approve the business combination transaction, the following
material items:
○ the amount of our securities purchased outside of the redemption offer by our Sponsor, initial shareholders, directors, officers,
advisors and their affiliates, along with the purchase price;
○ the purpose of the purchases by our Sponsor, initial shareholders, directors, officers, advisors and their affiliates;
○ the impact, if any, of the purchases by our Sponsor, initial shareholders, directors, officers, advisors and their affiliates on the
likelihood that the business combination transaction will be approved;
○ the identities of our security holders who sold to our Sponsor, initial shareholders, directors, officers, advisors and 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, initial
shareholders, directors, officers, advisors and their affiliates; and
○ the number of our securities for which we have received redemption requests pursuant to our redemption offer.
Redemption of Public Shares and Liquidation
if No Initial Business Combination
Our amended and restated memorandum and articles
of association provide that we will have only 24 months from the closing of the IPO or by such earlier liquidation date as the Company’s
board of directors may approve (the “ completion window ”) to complete our initial business combination. If we are unable
to complete our initial business combination within such completion window, we will cease all operations except for the purpose of winding
up and, as promptly as reasonably possible but not more than ten business days thereafter, 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 (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding
Public Shares, which redemption will constitute full and complete payment for the Public Shares and completely extinguish public shareholders’
rights as shareholders (including the right to receive further liquidation or other distributions, if any) subject to our obligations
under Cayman Islands law to provide for claims of creditors and subject to the other requirements of applicable law. There will be no
redemption rights or liquidating distributions with respect to our Warrants, which will expire worthless if we fail to complete our initial
business combination within the completion window.
Our Sponsor, officers and directors have entered
into the Letter Agreement, 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 completion window, although they
will entitled to liquidating distributions from assets outside the Trust Account. However, if our Sponsor or management team acquire Public
Shares in or after the IPO, 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 allotted completion window.
The underwriters have agreed to waive their rights
to their deferred underwriting commission held in the Trust Account in the event we do not complete our initial business combination within
the completion window and, in such event, such amounts will be included with the funds held in the Trust Account that will be available
to fund the redemption of our Public Shares.
Our Sponsor, officers, and directors have agreed,
pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles
of association (A) to modify 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 completion window or (B) with
respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity, 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), divided by the number of then outstanding Public Shares.
8
Competition
In identifying, evaluating and selecting a target
business for our initial business combination, we may encounter 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. 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 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 our public shareholders who exercise their redemption rights 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 of these factors may place us at a competitive disadvantage in successfully negotiating
and completing an initial business combination.
Employees and Human Capital Resources
We do not intend to have any full-time employees
prior to the completion of our initial business combination. Each of our officers is engaged in other business endeavors for which he
may be entitled to substantial compensation, and our officers are not obligated to contribute any specific number of hours per week to
our affairs. Our officers 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.
Periodic Reporting and Financial Information
We are required to file Annual Reports on Form
10-K and Quarterly Reports on Form 10-Q with the SEC on a regular basis, and are required to disclose certain material events in a Current
Report on Form 8-K. The SEC maintains an Internet website that contains reports, proxy and information statements and other information
regarding issuers that file electronically with the SEC. The SEC’s Internet website is located at www.sec.gov. In addition, the
Company will provide copies of these documents without charge upon request from us in writing at 1700 Broadway, 19 th
Floor, New York, NY 10019 or by telephone at (212) 202-2200.
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, accounting principles generally accepted in the United States of America (“ GAAP ”) or international
financial reporting standards as issued by the International Accounting Standards Board (“ IFRS ”), depending on the
circumstances, and the historical financial statements may be required to be audited in accordance with the standards of the Public Company
Accounting Oversight Board (United States) (“ 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 not be required to evaluate our internal
control procedures until our annual report 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.
9
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 Revised) of the Cayman Islands as the same may be amended from time to time (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 Revised) of the Cayman Islands, for a period of 20 years from the date
of the undertaking, 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 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.