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Item 1. Business

2026-03-16 compared with 2025-03-31 · 602 added, 569 removed, 612 unchanged (66% of the section changed)

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context otherwise requires and for the purposes of this Report only:

“ Exchange Act ” refers to the Securities Exchange Act of 1934,

“ SEC ” or the “ Commission ” refers to the

United States Securities and Exchange Commission;

“ Securities Act ” refers to the Securities Act of 1933, as

Act ” refers to the Securities Exchange Act of 1934, as amended;

or the “ Commission ” refers to the United States Securities and Exchange

● “ Securities

Act ” refers to the Securities Act of 1933, as amended.

Where You Can Find Other Information

The Company’s

Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to reports filed pursuant

to Sections 13(a) and 15(d) of the Exchange Act, are filed with the U.S.

The Company’s Annual

Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to reports filed pursuant to Sections

13(a) and 15(d) of the Exchange Act, are filed with the U.S.

Securities and Exchange Commission.

Such reports and other

information filed by the Company with the SEC are available free of charge at www.sec.gov and on the “SEC Filings”

section of our website at www.CO2ET.com, when such reports are available on the SEC’s website.

The Company periodically

provides other information for investors on its corporate website, www.CO2ET.com .

The information contained on the websites referenced in this Form 10-K is not incorporated by reference into this filing.

the Company’s references to website URLs are intended to be inactive textual references only.

Copies of documents filed by us

with the SEC are also available from us without charge, upon oral or written request to our Secretary, who can be contacted at the

address and telephone number set forth on the cover page of this Report.

Such reports and other information filed

by the Company with the SEC are available free of charge at www.sec.gov and on the “SEC Filings” section of our

website at www.CO2ET.com, when such reports are available on the SEC’s website.

The Company periodically provides other

information for investors on its corporate website, www.CO2ET.com .

The information contained on the websites referenced in

this Form 10-K is not incorporated by reference into this filing.

Further, the Company’s references to website URLs are intended

to be inactive textual references only.

Copies of documents filed by us with the SEC are also available from us without charge, upon

oral or written request to our Secretary, who can be contacted at the address and telephone number set forth on the cover page of this

Corporate Information

Our principal executive offices are located at

1334 Brittmoore Rd, Suite 190, Houston, Texas 77043, and our telephone number is (346) 250-5000.

Our principal executive

offices are located at 1334 Brittmoore Rd, Suite 190, Houston, Texas 77043, and our telephone number is (346) 250-5000.

Organizational History and Business

We are a newly-organized blank

check company incorporated in September 2021 as a Delaware corporation for the purpose of effecting a merger, capital stock exchange,

asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses or entities, which we

refer to as our “ initial business combination ”.

We have generated no operating revenues to date and we do not expect

that we will generate operating revenues until we consummate our initial business combination.

We have reviewed, and continue to review,

a number of opportunities to enter into an initial business combination with an operating business, but we are not able to determine

at this time whether we will complete an initial business combination with any of the target businesses that we have reviewed or with

any other target business.

We intend to effectuate our

initial business combination using cash from the proceeds of our IPO (discussed below) and the sale of the private placement units, debt

or a combination of cash, shares of stock and debt.

Although we may pursue a Business

Combination in any industry, our objective is to identify and consummate a Business Combination with a business in the energy industry,

which includes and is not limited to the energy transition industry.

We are a blank check company

incorporated in September 2021 as a Delaware corporation for the purpose of effecting a merger, capital stock exchange, asset acquisition,

stock purchase, reorganization, or similar business combination with one or more businesses or entities, which we refer to as our “ initial

business combination ”.

We have generated no operating revenues to date and we do not expect that we will generate operating

revenues until we consummate our initial business combination.

We have reviewed, and continue to review, a number of opportunities to

enter into an initial business combination with an operating business, but we are not able to determine at this time whether we will

complete an initial business combination with any of the target businesses that we have reviewed or with any other target business.

We intend to effectuate

our initial business combination using cash from the proceeds of our IPO (discussed below) and the sale of the private placement units,

debt or a combination of cash, shares of stock and debt.

Although we may pursue a

Business Combination in any industry, our objective is to identify and consummate a Business Combination with a business in the energy

industry, which includes and is not limited to, the energy transition industry.

Initial Public Offering

November 22, 2024, the Company sold 6,900,000 units (“ units ”), which includes the full exercise by the underwriters

of their over-allotment option in the amount of 900,000 units.

The units were sold for $10.00 per Unit, generating gross proceeds of

$69.0 million, and we incurred offering costs of $3,423,710, consisting of $517,500 of cash underwriting discount, $2,070,000 of deferred

underwriting fees, $77,280 fair value of 138,000 shares of common stock issued to Kingswood Capital Partners LLC, the representative

of the underwriters of the IPO (the “ Representatives Shares ”), and $758,930 of other offering costs (the “ IPO ”

or “ initial public offering ”).

Each Unit consists of one share of common stock, par value $0.0001 per share, one warrant

(each a “ public warrant ”) and one right (each a “ public right ”).

Each public warrant entitles the

holder to receive one share of our common stock at an exercise price of $11.50 per share, subject to adjustment.

Each holder of a public

right will automatically receive one-eighth (1/8) of one share of common stock upon consummation of our initial business combination.

Simultaneously

with the closing of the IPO, the Company consummated the sale of 265,000 units (the “ private placement units ”) at

a price of $10.00 per Private Unit in a private placement to the Company’s sponsor, CO2 Energy Transition, LLC (the “ sponsor ”),

On November 22, 2024, the

Company sold 6,900,000 units (“ units ”), which includes the full exercise by the underwriters of their over-allotment

option in the amount of 900,000 units.

The units were sold for $10.00 per Unit, generating gross proceeds of $69.0 million, and we incurred

offering costs of $3,423,710, consisting of $517,500 of cash underwriting discount, $2,070,000 of deferred underwriting fees, $77,280

fair value of 120,750 shares of common stock issued to Kingswood Capital Partners LLC, the representative of the underwriters of the

IPO (the “ Representatives Shares ”), and $758,930 of other offering costs (the “ IPO ” or “ initial

public offering ”).

Each Unit consists of one share of common stock, par value $0.0001 per share, one warrant (each a “ public

warrant ”) and one right (each a “ public right ”).

Each public warrant entitles the holder to receive one

share of our common stock at an exercise price of $11.50 per share, subject to adjustment.

Each holder of a public right will automatically

receive one-eighth (1/8) of one share of common stock upon consummation of our initial business combination.

Simultaneously with the

closing of the IPO, the Company consummated the sale of 265,000 units (the “ private placement units ”) at a price of

$10.00 per Private Unit in a private placement to the Company’s sponsor, CO2 Energy Transition, LLC (the “ sponsor ”),

generating gross proceeds of $2,650,000.

private placement units are identical to the units, except that the Private Warrants and the common stock issuable upon the exercise

of the Private Warrants will not be transferable, assignable or salable until 30 days after the completion of our initial business combination,

subject to certain limited exceptions.

Additionally, the Private Warrants will be exercisable on a cashless basis and be non-redeemable

so long as they are held by the initial purchasers or their permitted transferees.

If the Private Warrants are held by someone other

than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by

such holders on the same basis as the Public Warrants.

The private placement units

are identical to the units, except that the Private Warrants and the common stock issuable upon the exercise of the Private Warrants

will not be transferable, assignable or salable until 30 days after the completion of our initial business combination, subject to certain

limited exceptions.

Additionally, the Private Warrants will be exercisable on a cashless basis and be non-redeemable so long as they

are held by the initial purchasers or their permitted transferees.

If the Private Warrants are held by someone other than the initial

purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on

the same basis as the Public Warrants.

Following the closing of

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The Market Opportunity

We are targeting energy companies

that are undervalued in the private markets.

We are focused on energy companies that will benefit from public capital and have an established

track record of profitable growth.

We are targeting energy

companies that are undervalued in the private markets.

We are focused on energy companies that will benefit from public capital and have

an established track record of profitable growth.

Our Business Strategy

We plan to focus

on four categories in the energy transition space:

We plan to focus on four

categories in the energy transition space:

Energy Industry

Production, servicing and transportation of Oil, Gas and

Wind and Solar and Geothermal technologies and processes

Reduction of CO2 emissions by the electrical generation

Production, servicing

and transportation of Oil, Gas and LNG

Wind and Solar and Geothermal

technologies and processes

of CO2 emissions by the electrical generation industry

Generation and/or smart usage of peak power

Mitigation of the adverse effects of intermittent renewable

Mitigation of the adverse effects of intermittent renewable power

Small scale hydro

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Electric storage

Generation of lower carbon intensive liquid fuels

of lower carbon intensive liquid fuels

Biodiesel and renewable diesel

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Sustainable aviation fuels

Energy Transition Service entities

Energy Transition

Service entities

Measurement, testing and controls

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with any business combination target.

All of our officers have fiduciary

and contractual duties to our sponsor and to certain companies in which it has invested or to certain other entities.

These entities

may compete with us for acquisition opportunities.

Subject to their fiduciary duties under applicable law, none of the members of our

management team who are also employed by our sponsor or its affiliates have any obligation to present us with any opportunity for a potential

business combination of which they become aware.

Our sponsor and directors and officers are also not prohibited from sponsoring, investing

or otherwise becoming involved with, any other blank check companies, including in connection with their initial business combinations,

prior to us completing our initial business combination.

Our management team, in their capacities as directors, officers or employees

of our sponsor or its affiliates or in their other endeavors, may choose to present potential business combinations to the related entities

described above, current or future entities affiliated with or managed by our sponsor, or third parties, before they present such opportunities

to us, subject to his or her fiduciary duties under applicable law and any other applicable fiduciary duties.

Our amended and restated

certificate of incorporation provides that we renounce our interest in any corporate opportunity offered to any director or officer unless

such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and it is

an opportunity that we are able to complete on a reasonable basis.

For more information, see the section entitled “ Item 10.

All of our officers have

fiduciary and contractual duties to our sponsor and to certain companies in which it has invested or to certain other entities.

entities may compete with us for acquisition opportunities.

Subject to their fiduciary duties under applicable law, none of the members

of our management team who are also employed by our sponsor or its affiliates have any obligation to present us with any opportunity

for a potential business combination of which they become aware.

Our sponsor and directors and officers are also not prohibited from

sponsoring, investing or otherwise becoming involved with, any other blank check companies, including in connection with their initial

business combinations, prior to us completing our initial business combination.

Our management team, in their capacities as directors,

officers or employees of our sponsor or its affiliates or in their other endeavors, may choose to present potential business combinations

to the related entities described above, current or future entities affiliated with or managed by our sponsor, or third parties, before

they present such opportunities to us, subject to his or her fiduciary duties under applicable law and any other applicable fiduciary

Our amended and restated certificate of incorporation provides that we renounce our interest in any corporate opportunity offered

to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or

officer of the company and it is an opportunity that we are able to complete on a reasonable basis.

For more information, see the section

entitled “ Item 10.

Directors, Executive Officers, and Corporate Governance—Conflicts of Interest.

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Our corporate website address is www.CO2ET.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

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 Report.

You should not rely on any such information in making your decision whether to invest in our securities.

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Sourcing of Potential Business Combination

We believe our management team’s

significant operating and transaction experience and relationships with companies provides us with a substantial number of potential business

combination targets.

Over the course of their careers, the members of our management team have developed a broad network of contacts and

corporate relationships around the world.

This network has grown through the activities of our management team sourcing, acquiring, financing

and selling businesses, our management team’s relationships with sellers, financing sources and target management teams and the

experience of our management team in executing transactions under varying economic and financial market conditions.

We believe this network provides

our management team with a robust and consistent flow of acquisition opportunities which were proprietary or where a limited group of

investors were invited to participate in the sale process.

We believe that the network of contacts and relationships of our management

team provides us with important sources of acquisition opportunities.

In addition, we anticipate that target business candidates will

be brought to our attention from various unaffiliated sources, including investment market participants, private equity funds and large

business enterprises seeking to divest non-core assets or divisions.

We believe our management

team’s significant operating and transaction experience and relationships with companies, provides us with a substantial number

of potential business combination targets.

Over the course of their careers, the members of our management team have developed a broad

network of contacts and corporate relationships around the world.

This network has grown through the activities of our management team

sourcing, acquiring, financing and selling businesses, our management team’s relationships with sellers, financing sources and

target management teams and the experience of our management team in executing transactions under varying economic and financial market

We believe this network

provides our management team with a robust and consistent flow of acquisition opportunities which were proprietary or where a limited

group of investors were invited to participate in the sale process.

We believe that the network of contacts and relationships of our

management team provides us with important sources of acquisition opportunities.

In addition, we anticipate that target business candidates

will be brought to our attention from various unaffiliated sources, including investment market participants, private equity funds and

large business enterprises seeking to divest non-core assets or divisions.

We are not prohibited from

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We are not required to obtain such an opinion in any other context.

As more fully discussed in

As more fully discussed

in “ Item 10.

Directors, Executive Officers, and Corporate Governance—Conflicts of Interest, ” if any of our directors

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Status as a Public Company

We believe our structure will

make us an attractive business combination partner to target businesses.

As an existing public company, we offer target businesses an

alternative to the traditional initial public offering through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization

or similar business combination.

In this situation, the owners of the target business would exchange their equity securities, shares or

shares of stock in the target business for our shares or for a combination of our shares and cash, allowing us to tailor the consideration

to the specific needs of the sellers.

Although there are various costs and obligations associated with being a public company, we believe

target businesses will find this method a more certain and cost-effective method to becoming a public company than the typical initial

public offering.

In a typical initial public offering, there are additional expenses incurred in marketing, road show and public reporting

efforts that may not be present to the same extent in connection with a business combination with us.

We believe our structure

will make us an attractive business combination partner to target businesses.

As an existing public company, we offer target businesses

an alternative to the traditional initial public offering through a merger, capital stock exchange, asset acquisition, stock purchase,

reorganization or similar business combination.

In this situation, the owners of the target business would exchange their equity securities,

shares or shares of stock in the target business for our shares or for a combination of our shares and cash, allowing us to tailor the

consideration to the specific needs of the sellers.

Although there are various costs and obligations associated with being a public company,

we believe target businesses will find this method a more certain and cost-effective method to becoming a public company than the

typical initial public offering.

In a typical initial public offering, there are additional expenses incurred in marketing, road show

and public reporting efforts that may not be present to the same extent in connection with a business combination with us.

Furthermore, once a proposed

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the offering from occurring.

Once public, we believe the target business would then have greater access to capital and an additional means

of providing management incentives consistent with stockholders’ interests.

It can offer further benefits by augmenting a company’s

profile among potential new customers and vendors and aid in attracting talented employees.

Once public, we believe the target business would then have greater access to capital and an additional

means of providing management incentives consistent with stockholders’ interests.

It can offer further benefits by augmenting a

company’s profile among potential new customers and vendors and aid in attracting talented employees.

Financial Position

With funds available for a

business combination initially in the amount of $66,930,000 assuming no redemptions and after payment of $2,070,000 of deferred underwriting

discounts, and prior to any post-IPO working capital expenses, we offer a target business a variety of options such as creating a

liquidity event for its owners, providing capital for the potential growth and expansion of its operations or strengthening its balance

With funds available for

a business combination initially in the amount of $72,113,895 assuming no redemptions and after payment of $2,070,000 of deferred underwriting

discounts, and prior to any post-IPO working capital expenses, we offer a target business a variety of options such as creating

a liquidity event for its owners, providing capital for the potential growth and expansion of its operations or strengthening its balance

sheet by reducing its debt ratio.

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Effecting Our Initial Business Combination

We intend to effectuate our

initial business combination using cash from the proceeds of our IPO and the sale of the private placement units, our shares, debt or

a combination of these as the consideration to be paid in our initial business combination.

We intend to effectuate

our initial business combination using cash from the proceeds of our IPO and the sale of the private placement units, our shares, debt

or a combination of these as the consideration to be paid in our initial business combination.

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, 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 the redemptions of our public shares, we may apply the balance of the cash released

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, 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 the redemptions of our public shares, we may apply 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,

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of other companies or for working capital.

We have not selected any business

combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with

any business combination target.

We have not selected any

business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly,

with any business combination target.

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

In the case of an initial business

combination funded with assets other than the trust account assets, our tender offer documents or proxy materials disclosing the business

combination would disclose the terms of the financing and, only if required by law or we decide to do so for business or other reasons,

we would seek stockholder approval of such financing.

There are no prohibitions on our ability to raise funds privately or through loans

in connection with our initial business combination.

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.

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 the case of an initial

business combination funded with assets other than the trust account assets, our tender offer documents or proxy materials disclosing

the business combination would disclose the terms of the financing and, only if required by law or we decide to do so for business or

other reasons, we would seek stockholder approval of such financing.

There are no prohibitions on our ability to raise funds privately

or through loans in connection with our initial business combination.

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.

Selection of a target business and structuring

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As discussed above, Nasdaq

rules require that our initial business combination must be with one or more operating businesses or assets with a fair market value equal

to at least 80% of the net assets held in the trust account (net of amounts disbursed to management for working capital purposes, if permitted,

and excluding the amount of any deferred underwriting discounts held in trust).

We refer to this as the 80% of net assets test.

market value of the target or targets will be determined by our board of directors based upon one or more standards generally accepted

by the financial community, such as discounted cash flow valuation or value of comparable businesses.

If our board of directors is not

able independently to determine the fair market value of the target business or businesses, we may 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

Although we may purchase multiple businesses in related industries in connection with our initial business combination, we do

not currently intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination, although

there is no assurance that will be the case.

rules require that our initial business combination must be with one or more operating businesses or assets with a fair market value

equal to at least 80% of the net assets held in the trust account (net of amounts disbursed to management for working capital purposes,

if permitted, and excluding the amount of any deferred underwriting discounts held in trust).

We refer to this as the 80% of net assets

The fair market value of the target or targets will be determined by our board of directors based upon one or more standards generally

accepted by the financial community, such as discounted cash flow valuation or value of comparable businesses.

If our board of directors

is not able independently to determine the fair market value of the target business or businesses, we may 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.

Although we may purchase multiple businesses in related industries in connection with our initial business combination,

we do not currently intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination,

although there is no assurance that will be the case.

Subject to this requirement, our management will have virtually unrestricted flexibility

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combination solely with another blank check company or a similar company with nominal operations.

In any case, we will only complete

an initial business combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting

securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register

as an investment company under the Investment Company Act.

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 valued for purposes of the 80% of net assets test.

There is no basis for investors to evaluate the possible merits or

risks of any target business with which we may ultimately complete our initial business combination.

To the extent we effect our

initial business combination with a company or business that may be financially unstable or in its early stages of development or growth

we may be affected by numerous risks inherent in such company or business.

Although our management will endeavor to evaluate the risks

inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant risk factors.

In any case, we will only

complete an initial business combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding

voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required

to register as an investment company under the Investment Company Act.

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 valued for purposes of the 80% of net assets test.

There is no basis for investors to evaluate the

possible merits or risks of any target business with which we may ultimately complete our initial business combination.

To the extent we effect

our initial business combination with a company or business that may be financially unstable or in its early stages of development or

growth we may be affected by numerous risks inherent in such company or business.

Although our management will endeavor to evaluate the

risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant risk factors.

In evaluating a prospective

target business, we expect to conduct a thorough due diligence review which may encompass, among other things, meetings with incumbent

management and employees, document reviews, inspection of facilities, as well as a review of financial, operational, legal and other information,

which will be made available to us.

management and employees, document reviews, inspection of facilities, as well as a review of financial, operational, legal and other

information, which will be made available to us.

The time required to select

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Lack of business diversification

For an indefinite period of

time after the completion of our initial business combination, the prospects for our success may depend entirely on the future performance

For an indefinite period

of time after the completion of our initial business combination, the prospects for our success may depend entirely on the future performance

of a single business.

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a single line of business.

By completing our initial business

combination with only a single entity our lack of diversification may subject us to numerous economic, competitive and regulatory risks.

Further, we would not be able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses, unlike

other entities which may have the resources to complete several business combinations in different industries or different areas of a

single industry.

By completing our initial

business combination with only a single entity our lack of diversification may subject us to numerous economic, competitive and regulatory

Further, we would not be able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses,

unlike other entities which may have the resources to complete several business combinations in different industries or different areas

of a single industry.

Accordingly, the prospects

for our success may be:

● solely dependent upon the performance of a single business,

property or asset;

● dependent upon the development or market acceptance of a single

or limited number of products, processes or services.

● solely dependent

upon the performance of a single business, property or asset;

● dependent upon

the development or market acceptance of a single or limited number of products, processes

This lack of diversification

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While it is possible that one or more

of our directors will remain associated in some capacity with us following our initial business combination, it is unlikely that any of

them will devote their full efforts to our affairs subsequent to our initial business combination.

Moreover, we cannot assure you that

members of our management team will have significant experience or knowledge relating to the operations of the particular target business.

We cannot assure you that any

of our key personnel will remain in senior management or advisory positions with the combined company.

of our directors will remain associated in some capacity with us following our initial business combination, it is unlikely that any

of them will devote their full efforts to our affairs subsequent to our initial business combination.

Moreover, we cannot assure you

that members of our management team will have significant experience or knowledge relating to the operations of the particular target

We cannot assure you that

any of our key personnel will remain in senior management or advisory positions with the combined company.

The determination as to whether

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Type of Transaction

Whether Stockholder Approval is Required

Whether Stockholder

Approval is Required

Purchase of assets

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rules, stockholder approval would be required for our initial business combination if, for example:

● we issue (other than in a public offering for cash) shares of

common stock that will either (a) be equal to or in excess of 20% of the number of shares of our common stock then issued and outstanding

(other than in a public offering);

● any of our directors, officers or substantial security holders

(as defined by the rules of Nasdaq) has a 5% or greater interest, directly or indirectly, in the target business or assets to be acquired

and if the number of shares of common stock to be issued, or if the number of shares of common stock into which the securities may be

convertible or exercisable, exceeds either (a) 1% of the number of shares of common stock or 1% of the voting power outstanding

before the issuance in the case of any of our directors and officers or (b) 5% of the number of shares of common stock or 5% of

the voting power issued and outstanding before the issuance in the case of any substantial security holders;

● the issuance or potential issuance of shares of common stock

will result in our undergoing a change of control.

we issue (other than in a public offering for cash) shares of common stock that will either (a) be

equal to or in excess of 20% of the number of shares of our common stock then issued and outstanding (other than in a public offering);

any of our directors, officers or substantial security holders (as defined by the rules of Nasdaq)

has a 5% or greater interest, directly or indirectly, in the target business or assets to be acquired and if the number of shares

of common stock to be issued, or if the number of shares of common stock into which the securities may be convertible or exercisable,

exceeds either (a) 1% of the number of shares of common stock or 1% of the voting power outstanding before the issuance in the

case of any of our directors and officers or (b) 5% of the number of shares of common stock or 5% of the voting power issued

and outstanding before the issuance in the case of any substantial security holders;

the issuance or potential issuance of shares of common stock will result in our undergoing a change

The decision as to whether

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including, but not limited to:

● the timing of the transaction, including in the event we

determine stockholder approval would require additional time and there is either not enough time to seek stockholder approval or doing

so would place the company at a disadvantage in the transaction or result in other additional burdens on the company;

the timing of the transaction, including in the event we determine stockholder approval would require

additional time and there is either not enough time to seek stockholder approval or doing so would place the Company at a disadvantage

in the transaction or result in other additional burdens on the Company;

the expected cost of holding a stockholder vote;

● the risk that the stockholders would fail to approve the

proposed business combination;

the risk that the stockholders would fail to approve the proposed business combination;

other time and budget constraints of the company;

● additional legal complexities of a proposed business combination

that would be time-consuming and burdensome to present to stockholders.

Permitted purchases and other transactions with respect to our securities

additional legal complexities of a proposed business combination that would be time-consuming and

burdensome to present to stockholders.

Permitted purchases and other transactions with respect to our

In the event we seek stockholder

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There is no limit on the number of securities such persons may purchase.

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, directors, officers, advisors or any of their respective 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 held in the trust account will be used to purchase public shares,

warrants or rights in such transactions.

Such persons will be subject to restrictions in making any such purchases when they are in possession

of any material non-public information or if such purchases are prohibited by Regulation M under the Exchange Act.

a purchase may include a contractual acknowledgement that such stockholder, although still the record holder of our shares, is no longer

the beneficial owner thereof and therefore agrees not to exercise its redemption rights.

We have adopted an insider trading policy which

will require insiders to (1) refrain from purchasing securities during certain blackout periods and when they are in possession of

any material non-public information and (2) clear certain trades prior to execution.

We cannot currently determine whether our

insiders will make such purchases pursuant to a Rule 10b5-1 plan, as it will be dependent upon several factors, including but

not limited to, the timing and size of such purchases.

Depending on such circumstances, our insiders may either make such purchases pursuant

to a Rule 10b5-1 plan or determine that such a plan is not necessary.

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, directors, officers, advisors or any of their respective 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 held in the trust account will be used to purchase public

shares, warrants or rights in such transactions.

Such persons will be subject to restrictions in making any such purchases when they

are in possession of any material non-public information or if such purchases are prohibited by Regulation M under the Exchange Act.

Such a purchase may include a contractual acknowledgement that such stockholder, although still the record holder of our shares, is no

longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights.

We have adopted an insider trading policy

which will require insiders to (1) refrain from purchasing securities during certain blackout periods and when they are in possession

of any material non-public information and (2) clear certain trades prior to execution.

We cannot currently determine whether

our insiders will make such purchases pursuant to a Rule 10b5-1 plan, as it will be dependent upon several factors, including

but not limited to, the timing and size of such purchases.

Depending on such circumstances, our insiders may either make such purchases

pursuant to a Rule 10b5-1 plan or determine that such a plan is not necessary.

In the event that our sponsor,

directors, officers, advisors or any of their respective affiliates purchase shares in privately negotiated transactions from public stockholders

who have already elected to exercise their redemption rights or submitted a proxy to vote against our initial business combination, such

selling stockholders would be required to revoke their prior elections to redeem their shares and any proxy to vote against our initial

business combination.

We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender

offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act;

however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will

be required to comply with such rules.

directors, officers, advisors or any of their respective affiliates purchase shares in privately negotiated transactions from public

stockholders who have already elected to exercise their redemption rights or submitted a proxy to vote against our initial business combination,

such selling stockholders would be required to revoke their prior elections to redeem their shares and any proxy to vote against our

initial business combination.

We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to

the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under

the Exchange Act;

however, if the purchasers determine at the time of any such purchases that the purchases are subject to such

rules, the purchasers will be required to comply with such rules.

The purpose of such transaction

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appears that such requirement would otherwise not be met.

This may result in the completion of our initial business combination that may

not otherwise have been possible.

This may result in the completion of our initial business combination that

may not otherwise have been possible.

In addition, if such purchases

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possibly making it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

Our sponsor, directors, officers,

advisors and/or any of their respective affiliates anticipate that they may identify the stockholders with whom our sponsor, directors,

officers, advisors or any of their respective affiliates may pursue privately negotiated transactions by either the stockholders contacting

us directly or by our receipt of redemption requests submitted by stockholders (in the case of public shares) following our mailing of

tender offer or proxy materials in connection with our initial business combination.

To the extent that our sponsor, directors, officers,

advisors or any of their respective affiliates enter into private transactions, they would identify and contact only potential selling

or redeeming stockholders 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.

Such persons would select the stockholders from whom to acquire shares based on the number of shares

available, the negotiated price per share and such other factors as any such person may deem relevant at the time of purchase.

per share paid in any such transaction may be different than the amount per share a public stockholder would receive if it elected to

redeem its shares in connection with our initial business combination.

Our sponsor, directors, officers, advisors or any of their respective

affiliates 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, directors,

officers, advisors and/or any of their respective affiliates anticipate that they may identify the stockholders with whom our sponsor,

directors, officers, advisors or any of their respective affiliates may pursue privately negotiated transactions by either the stockholders

contacting us directly or by our receipt of redemption requests submitted by stockholders (in the case of public shares) following our

mailing of tender offer or proxy materials in connection with our initial business combination.

To the extent that our sponsor, directors,

officers, advisors or any of their respective affiliates enter into private transactions, they would identify and contact only potential

selling or redeeming stockholders 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.

Such persons would select the stockholders from whom to acquire shares based on the

number of shares available, the negotiated price per share and such other factors as any such person may deem relevant at the time of

The price per share paid in any such transaction may be different than the amount per share a public stockholder would receive

if it elected to redeem its shares in connection with our initial business combination.

Our sponsor, directors, officers, advisors or

any of their respective affiliates 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.

Any purchases by our sponsor,

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Ability to extend time to complete an initial business combination

If we anticipate that

we may not be able to consummate our initial business combination within 18 months, we may, by resolution of our board of

directors if requested by our sponsor, extend the period of time to consummate an initial business combination up to six times, each

by an additional one month (for a total of up to 24 months to complete an initial business combination), subject to the sponsor

depositing additional funds into the trust account as set out below.

Pursuant to the terms of our amended and restated certificate

of incorporation and the trust agreement entered into between us and Continental Stock Transfer & Trust Company, LLC, in order

to extend the time available for us to consummate our initial business combination, our initial stockholders or their affiliates or

designees, upon five days advance notice prior to the applicable deadline, must deposit into the trust account for each

one-month extension, $229,700 ($0.0333 per share) on or prior to the date of the applicable deadline, up to an aggregate of

$1,378,200, or approximately $0.20 per share.

Any such payments would be made in the form of a loan.

The terms of the promissory

note to be issued in connection with any such loans are planned to be finalized following the filing of the Form 10-K.

December 31, 2024, we owed the sponsor $11,730.

If we complete our initial business combination, we would repay such loaned amounts

out of the proceeds of the trust account released to us.

If we do not complete a business combination, we will not repay such loans.

Furthermore, the letter agreement with our initial stockholder, our sponsor, contains a provision pursuant to which our sponsor has

agreed to waive their right to be repaid for such loans in the event that we do not complete a business combination.

Our sponsor and

their affiliates or designees are not obligated to fund the trust account to extend the time for us to complete our initial business

If we anticipate that we

may not be able to consummate our initial business combination within 18 months, we may, by resolution of our board of directors

if requested by our sponsor, extend the period of time to consummate an initial business combination up to six times, each by an additional

one month (for a total of up to 24 months to complete an initial business combination), subject to the sponsor depositing additional

funds into the trust account as set out below.

Pursuant to the terms of our amended and restated certificate of incorporation and the

trust agreement entered into between us and Continental Stock Transfer & Trust Company, LLC, in order to extend the time available

for us to consummate our initial business combination, our initial stockholders or their affiliates or designees, upon five days advance

notice prior to the applicable deadline, must deposit into the trust account for each one-month extension, $229,700 ($0.0333 per

share) on or prior to the date of the applicable deadline, up to an aggregate of $1,378,200, or approximately $0.20 per share.

payments would be made in the form of a loan.

On April 15, 2025, the Company entered into a convertible promissory note dated March 31,

2025 (the “Working Capital Note”) with its Sponsor.

Pursuant to the Working Capital Note, the Company may request, and in

the sole discretion of the Sponsor, the Sponsor may loan the Company, drawdowns of up to an aggregate $1,500,000 in principal from time

to time, less $11,730 which was advanced prior to the execution of the Working Capital Note, and included as outstanding thereunder,

with such amounts to be used for working capital, which was outstanding as of December 31, 2025.

If we complete our initial business

combination, we would repay such loaned amounts out of the proceeds of the trust account released to us.

If we do not complete a business

combination, we will not repay such loans.

Furthermore, the letter agreement with our initial stockholder, our sponsor, contains a provision

pursuant to which our sponsor has agreed to waive their right to be repaid for such loans in the event that we do not complete a business

Our sponsor and their affiliates or designees are not obligated to fund the trust account to extend the time for us to complete

our initial business combination.

Redemption rights for public stockholders upon completion of our

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stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination

either (1) in connection with a stockholder meeting called to approve the business combination or (2) by means of a tender offer.

The decision as to whether we will seek stockholder 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 stockholder approval under applicable law or stock exchange listing requirement.

Asset acquisitions

and stock purchases would not typically require stockholder approval while direct mergers with our company where we do not survive and

any transactions where we issue more than approximately 20% of our issued and outstanding shares of common stock or seek to amend our

amended and restated certificate of incorporation would typically require stockholder approval.

We intend to conduct redemptions without

a stockholder vote pursuant to the tender offer rules of the SEC unless stockholder approval is required by applicable law or stock exchange

listing requirement or we choose to seek stockholder approval for business or other reasons.

If a stockholder vote is not

required and we do not decide to hold a stockholder vote for business or other reasons, we will, pursuant to our amended and restated

either (1) in connection with a stockholder meeting called to approve the business combination or (2) by means of a tender

The decision as to whether we will seek stockholder 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 stockholder approval under applicable law or stock exchange listing requirement.

Asset acquisitions and stock purchases would not typically require stockholder approval while direct mergers with our company where we

do not survive and any transactions where we issue more than approximately 20% of our issued and outstanding shares of common stock or

seek to amend our amended and restated certificate of incorporation would typically require stockholder approval.

We intend to conduct

redemptions without a stockholder vote pursuant to the tender offer rules of the SEC unless stockholder approval is required by applicable

law or stock exchange listing requirement or we choose to seek stockholder approval for business or other reasons.

If a stockholder vote is

not required and we do not decide to hold a stockholder vote for business or other reasons, we will, pursuant to our amended and restated

certificate of incorporation:

● conduct the redemptions pursuant to Rule 13e-4 and

Regulation 14E of the Exchange Act, which regulate issuer tender offers;

● 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.

conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act,

which regulate issuer tender offers;

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.

Upon the public announcement

of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we and our sponsor will terminate

any plan established in accordance with Rule 10b5-1 to purchase our shares of common stock in the open market, in order to comply

with Rule 14 e-5 under the Exchange Act.

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

In addition, the tender offer may be conditioned on public stockholders not tendering more than a specified number of public shares,

which number may be based on the requirement that we may not redeem public shares in an amount that would cause us to be unable to comply

with any cash requirement that may be contained in the agreement relating to our initial business combination.

If public stockholders

tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination.

If, however, stockholder approval

of the transaction is required by applicable law or stock exchange listing requirement, or we decide to obtain stockholder approval for

business or other reasons, we will, pursuant to our amended and restated certificate of incorporation:

● 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

any plan established in accordance with Rule 10b5-1 to purchase our shares of common stock in the open market, in order to

comply with Rule 14 e-5 under the Exchange Act.

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 may be conditioned on public stockholders not tendering more

than a specified number of public shares, which number may be based on the requirement that we may not redeem public shares in an amount

that would cause us to be unable to comply with any cash requirement that may be contained in the agreement relating to our initial business

If public stockholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete

such initial business combination.

If, however, stockholder

approval of the transaction is required by applicable law or stock exchange listing requirement, or we decide to obtain stockholder approval

for business or other reasons, we will, pursuant to our amended and restated certificate of incorporation:

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;

file proxy materials with the SEC.

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However, we expect that a draft

proxy statement would be made available to such stockholders well in advance of such time, providing additional notice of redemption if

we conduct redemptions in conjunction with a proxy solicitation.

proxy statement would be made available to such stockholders well in advance of such time, providing additional notice of redemption

if we conduct redemptions in conjunction with a proxy solicitation.

Although we are not required to do so, we currently intend to comply

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to maintain our Nasdaq listing or Exchange Act registration.

In the event that we seek stockholder

approval of our initial business combination, we will distribute proxy materials and, in connection therewith, provide our public stockholders

with the redemption rights described above upon completion of the initial business combination.

In the event that we seek

stockholder approval of our initial business combination, we will distribute proxy materials and, in connection therewith, provide our

public stockholders with the redemption rights described above upon completion of the initial business combination.

If we seek stockholder approval,

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and any public shares held by them in favor of our initial business combination.

These quorums and voting thresholds and agreements, may

make it more likely that we will consummate our initial business combination.

Each public stockholder may elect to redeem its public shares

without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction.

In addition, our initial

stockholders, directors and officers have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption

rights with respect to any founder shares and any public shares held by them in connection with the completion of a business combination.

Redemptions of our public shares

may be subject to a limit due to any minimum cash requirement pursuant to an agreement relating to our initial business combination.

example, the proposed business combination may require:

These quorums and voting thresholds and agreements,

may make it more likely that we will consummate our initial business combination.

Each public stockholder may elect to redeem its public

shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction.

In addition, our

initial stockholders, directors and officers have entered into a letter agreement with us, pursuant to which they have agreed to waive

their redemption rights with respect to any founder shares and any public shares held by them in connection with the completion of a

business combination.

Redemptions of our public

shares may be subject to a limit due to any minimum cash requirement pursuant to an agreement relating to our initial business combination.

For example, the proposed business combination may require:

(1) cash consideration to be paid to the target or its owners;

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other conditions in accordance with the terms of the proposed business combination.

In the event the aggregate cash consideration we would

be required to pay for all public shares that are validly submitted for redemption plus any amount required to satisfy cash conditions

pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the

business combination or redeem any shares, and all shares of common stock submitted for redemption will be returned to the holders thereof,

and we instead may search for an alternate business combination.

In the event the aggregate cash consideration we

would be required to pay for all public shares that are validly submitted for redemption plus any amount required to satisfy cash conditions

pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete

the business combination or redeem any shares, and all shares of common stock submitted for redemption will be returned to the holders

thereof, and we instead may search for an alternate business combination.

Limitation on redemption upon completion of

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we believe we will limit the ability of a small group of stockholders to unreasonably attempt to block our ability to complete our initial

business combination, particularly in connection with a business combination with a target that requires as a closing condition that we

have a minimum net worth or a certain amount of cash.

However, we would not be restricting our stockholders’ ability to vote all

of their shares (including Excess Shares) for or against our initial business combination.

business combination, particularly in connection with a business combination with a target that requires as a closing condition that

we have a minimum net worth or a certain amount of cash.

However, we would not be restricting our stockholders’ ability to vote

all of their shares (including Excess Shares) for or against our initial business combination.

Tendering stock certificates in connection

with a tender offer or redemption rights

We may require our public stockholders

seeking to exercise their redemption rights, whether they are record holders or hold their shares in “ street name, ”

We may require our public

stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “ street name, ”

to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents or proxy materials

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tender offer or proxy materials, 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 stockholders to satisfy such delivery requirements, which will include the requirement

that a beneficial holder must identify itself in order to validly redeem its shares.

Accordingly, a public stockholder would have from

the time we send out our tender offer materials until the close of the tender offer period, or up to two business days prior to the

scheduled vote on the business combination if we distribute proxy materials, as applicable, to tender its shares if it wishes to seek

to exercise its redemption rights.

combination will indicate whether we are requiring public stockholders to satisfy such delivery requirements, which will include the

requirement that a beneficial holder must identify itself in order to validly redeem its shares.

Accordingly, a public stockholder would

have from the time we send out our tender offer materials until the close of the tender offer period, or up to two business days

prior to the scheduled vote on the business combination if we distribute proxy materials, as applicable, to tender its shares if it wishes

to seek to exercise its redemption rights.

Pursuant to the tender offer rules, the tender offer period will be not less than 20 business

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relatively short exercise period, it is advisable for stockholders to use electronic delivery of their public shares.

There is a nominal cost associated

with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC System.

transfer agent will typically charge the tendering broker a fee of approximately $100 and it would be up to the broker whether or not

to pass this cost on to the redeeming holder.

However, this fee would be incurred regardless of whether or not we require holders seeking

to exercise redemption rights to tender their shares.

The need to deliver shares is a requirement of exercising redemption rights regardless

of the timing of when such delivery must be effectuated.

There is a nominal cost

associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC

The transfer agent will typically charge the tendering broker a fee of approximately $100 and it would be up to the broker whether

or not to pass this cost on to the redeeming holder.

However, this fee would be incurred regardless of whether or not we require holders

seeking to exercise redemption rights to tender their shares.

The need to deliver shares is a requirement of exercising redemption rights

regardless of the timing of when such delivery must be effectuated.

In order to perfect redemption

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proxy card indicating such holder was seeking to exercise his or her redemption rights.

After the business combination was approved, the

company would contact such stockholder to arrange for him or her to deliver his or her certificate to verify ownership.

As a result, the

stockholder then had an “ option window ” after the completion of the business combination during which he or she could

monitor the price of the company’s shares in the market.

If the price rose above the redemption price, he or she could sell his

or her shares in the open market before actually delivering his or her shares to the company for cancellation.

After the business combination was approved,

the company would contact such stockholder to arrange for him or her to deliver his or her certificate to verify ownership.

the stockholder then had an “ option window ” after the completion of the business combination during which he or she

could monitor the price of the company’s shares in the market.

If the price rose above the redemption price, he or she could sell

his or her shares in the open market before actually delivering his or her shares to the company for cancellation.

As a result, the redemption

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of our public shares electing to redeem their shares will be distributed promptly after the completion of our initial business combination.

If our initial business combination

is not approved or completed for any reason, then our public stockholders who elected to exercise their redemption rights would not be

entitled to redeem their shares for the applicable pro rata share of the trust account.

In such case, we will promptly return any certificates

delivered by public holders who elected to redeem their shares.

If our initial business

combination is not approved or completed for any reason, then our public stockholders who elected to exercise their redemption rights

would not be entitled to redeem their shares for the applicable pro rata share of the trust account.

In such case, we will promptly return

any certificates delivered by public holders who elected to redeem their shares.

If our initial proposed

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Our sponsor, directors and

officers have agreed that we will have only 18 months from the closing of the IPO (May 22, 2026)(or up to 24 months from the closing of

our IPO (November 22, 2026) if we extend the period of time to consummate a business combination, as described in more detail in this

officers have agreed that we will have only 18 months from the closing of the IPO (May 22, 2026)(or up to 24 months from the closing

of our IPO (November 22, 2026) if we extend the period of time to consummate a business combination, as described in more detail in this

Report) to complete our initial business combination.

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(1) cease all operations except for the purpose of winding up;

(2) as promptly as reasonably

possible but not more than 10 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 (less up to $100,000 of interest to pay dissolution expenses

(which may include the costs associated with obtaining directors and officers “ tail ” insurance) and which interest

shall be net of taxes payable), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish

public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any);

promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors,

liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements

of other applicable law.

There will be no redemption rights or liquidating distributions with respect to our warrants or rights, which

will expire worthless if we fail to complete our initial business combination within the 18-month time period or during any Extension

Our initial stockholders, directors

and officers have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions

from the trust account with respect to their founder shares if we fail to complete our initial business combination within 18 months from

the closing of the IPO (May 22, 2026)(or up to 24 months from the closing of our IPO (November 22, 2026) if we extend the period of time

to consummate a business combination, as described in more detail in this Report) or during any Extension Period.

However, if our initial

stockholders and acquire public shares, 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 18-month time period (or up to 24 months

from the closing of the IPO if we extend the period of time to consummate a business combination).

(2) as promptly as

reasonably possible but not more than 10 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 (less up to $100,000 of interest to pay

dissolution expenses (which may include the costs associated with obtaining directors and officers “ tail ” insurance)

and which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, which redemption

will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions,

and (3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders

and our board of directors, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims

of creditors and the requirements of other applicable law.

There will be no redemption rights or liquidating distributions with respect

to our warrants or rights, which will expire worthless if we fail to complete our initial business combination within the 18-month time

period or during any Extension Period.

Our initial stockholders,

directors and officers have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions

from the trust account with respect to their founder shares if we fail to complete our initial business combination within 18 months

from the closing of the IPO (May 22, 2026)(or up to 24 months from the closing of our IPO (November 22, 2026) if we extend the period

of time to consummate a business combination, as described in more detail in this Report) or during any Extension Period.

our initial stockholders and acquire public shares, 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 18-month time period (or up to

24 months from the closing of the IPO if we extend the period of time to consummate a business combination).

Our sponsor, directors and

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of incorporation (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 18 months from the

closing of our IPO (or up to 24 months from the closing of our IPO if we extend the period of time to consummate a business combination,

as described in more detail in this Report) or (B) with respect to any other provision relating to stockholders’ rights or

pre-initial business combination activity, unless we provide our public stockholders with the opportunity to redeem their shares

of our common stock 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 (which interest shall be net of taxes payable), divided by the number of then issued

and outstanding public shares.

We expect that all costs and

expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining

out of the $953,069 of proceeds currently held outside the trust account, although we cannot assure you that there will be sufficient

funds for such purpose.

However, if those funds are not sufficient to cover the costs and expenses associated with implementing our plan

of dissolution, to the extent that there is any interest accrued in the trust account not required to pay taxes, we may request the trustee

to release to us an additional amount of up to $100,000 of such accrued interest to pay those costs and expenses which may include the

costs associated with obtaining directors and officers “ tail ” insurance.

If we were to expend all of

the net proceeds of our IPO and the sale of the private placement units, other than the proceeds deposited in the trust account, and without

taking into account interest, if any, earned on the trust account, the per-share redemption amount received by stockholders upon

our dissolution would be approximately $10.00.

The proceeds deposited in the trust account could, however, become subject to the claims

of our creditors which would have higher priority than the claims of our public stockholders.

We cannot assure you that the actual per-share redemption

amount received by stockholders will not be substantially less than $10.00.

While we intend to pay such amounts, if any, we cannot assure

you that we will have funds sufficient to pay or provide for all creditors’ claims.

Although we will seek to have

all vendors, service providers (other than our independent registered public accounting firm), prospective target businesses and other

entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies

held in the trust account for the benefit of our public stockholders, there is no guarantee that they will execute such agreements or

even if they execute such agreements that they would be prevented from bringing claims against the trust account including but not limited

to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability

combination or to redeem 100% of our public shares if we do not complete our initial business combination within 18 months from

the closing of our IPO (or up to 24 months from the closing of our IPO if we extend the period of time to consummate a business

combination, as described in more detail in this Report) or (B) with respect to any other provision relating to stockholders’

rights or pre-initial business combination activity, unless we provide our public stockholders with the opportunity to redeem their

shares of our common stock 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 (which interest shall be net of taxes payable), divided by the number of then

issued and outstanding public shares.

We expect that all costs

and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts

remaining out of the $287,601 of proceeds currently held outside the trust account, although we cannot assure you that there will be

sufficient funds for such purpose.

However, if those funds are not sufficient to cover the costs and expenses associated with implementing

our plan of dissolution, to the extent that there is any interest accrued in the trust account not required to pay taxes, we may request

the trustee to release to us an additional amount of up to $100,000 of such accrued interest to pay those costs and expenses which may

include the costs associated with obtaining directors and officers “ tail ” insurance.

If we were to expend all

of the net proceeds of our IPO and the sale of the private placement units, other than the proceeds deposited in the trust account, and

without taking into account interest, if any, earned on the trust account, the per-share redemption amount received by stockholders

upon our dissolution would be approximately $10.00.

The proceeds deposited in the trust account could, however, become subject to the

claims of our creditors which would have higher priority than the claims of our public stockholders.

We cannot assure you that the actual

per-share redemption amount received by stockholders will not be substantially less than $10.00.

While we intend to pay such amounts,

if any, we cannot assure you that we will have funds sufficient to pay or provide for all creditors’ claims.

Although we will seek to

have all vendors, service providers (other than our independent registered public accounting firm), prospective target businesses and

other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to

any monies held in the trust account for the benefit of our public stockholders, there is no guarantee that they will execute such agreements

or even if they execute such agreements that they would be prevented from bringing claims against the trust account including but not

limited to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability

of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the

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We will seek to reduce the

possibility that our sponsor will have to indemnify the trust account due to claims of creditors by endeavoring to have all vendors, service

providers (other than our independent registered public accounting firm), prospective target businesses and other entities with which

we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account.

Our sponsor will also not be liable as to any claims under our indemnity of the underwriters of our IPO against certain liabilities, including

liabilities under the Securities Act.

As of December 31, 2024, we had access to $953,069 outside of the trust account with which to pay

any such potential claims (not including costs and expenses incurred in connection with our liquidation, up to an aggregate of $100,000).

In the event that we liquidate and it is subsequently determined that the reserve for claims and liabilities is insufficient, stockholders

who received funds from our trust account could be liable for claims made by creditors.

possibility that our sponsor will have to indemnify the trust account due to claims of creditors by endeavoring to have all vendors,

service providers (other than our independent registered public accounting firm), prospective target businesses and other entities with

which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust

Our sponsor will also not be liable as to any claims under our indemnity of the underwriters of our IPO against certain liabilities,

including liabilities under the Securities Act.

As of December 31, 2025, we had access to $287,601 outside of the trust account with

which to pay any such potential claims (not including costs and expenses incurred in connection with our liquidation, up to an aggregate

of $100,000).

In the event that we liquidate and it is subsequently determined that the reserve for claims and liabilities is insufficient,

stockholders who received funds from our trust account could be liable for claims made by creditors.

Under Delaware General Corporation

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are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s

pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the

third anniversary of the dissolution.

Furthermore, if the pro rata

portion of our trust account distributed to our public stockholders upon the redemption of our public shares in the event we do not complete

our initial business combination within 18 months of the closing of our IPO (or up to 24 months from the closing of our IPO

if we extend the period of time to consummate a business combination, as described in more detail in this Report), is not considered a

liquidating distribution under Delaware law and such redemption distribution is deemed to be unlawful, then pursuant to Section 174

of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution,

instead of three years, as in the case of a liquidating distribution.

If we are unable to complete our initial business combination

within 18 months of the closing of our IPO (or up to 24 months from the closing of our IPO if we extend the period of time to

consummate a business combination, as described in more detail in this Report), we will:

(1) cease all operations except for the

purpose of winding up;

(2) 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

(net of permitted withdrawals and up to $100,000 of interest to pay dissolution expenses which may include the costs associated with obtaining

directors and officers “ tail ” insurance), divided by the number of then outstanding public shares, which redemption

will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions,

if any), subject to applicable law;

and (3) as promptly as reasonably possible following such redemption, subject to the approval

of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware

law to provide for claims of creditors and the requirements of other applicable law.

Accordingly, it is our intention to redeem our public

shares as soon as reasonably possible following our 18 th month (or up to 24 months from the closing of our IPO if

we extend the period of time to consummate a business combination) and, therefore, we do not intend to comply with those procedures.

such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any

liability of our stockholders may extend well beyond the third anniversary of such date.

pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after

the third anniversary of the dissolution.

Furthermore, if the pro

rata portion of our trust account distributed to our public stockholders upon the redemption of our public shares in the event we do

not complete our initial business combination within 18 months of the closing of our IPO (or up to 24 months from the closing

of our IPO if we extend the period of time to consummate a business combination, as described in more detail in this Report), is not

considered a liquidating distribution under Delaware law and such redemption distribution is deemed to be unlawful, then pursuant to

Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption

distribution, instead of three years, as in the case of a liquidating distribution.

If we are unable to complete our initial business

combination within 18 months of the closing of our IPO (or up to 24 months from the closing of our IPO if we extend the period

of time to consummate a business combination, as described in more detail in this Report), we will:

(1) cease all operations except

for the purpose of winding up;

(2) 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 (net of permitted withdrawals and up to $100,000 of interest to pay dissolution expenses which may include the costs associated

with obtaining directors and officers “ tail ” insurance), divided by the number of then outstanding public shares,

which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further

liquidating distributions, if any), subject to applicable law;

and (3) as promptly as reasonably possible following such redemption,

subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our

obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

Accordingly, it is our

intention to redeem our public shares as soon as reasonably possible following our 18 th month (or up to 24 months

from the closing of our IPO if we extend the period of time to consummate a business combination) and, therefore, we do not intend to

comply with those procedures.

As such, our stockholders could potentially be liable for any claims to the extent of distributions received

by them (but no more) and any liability of our stockholders may extend well beyond the third anniversary of such date.

Because we will not be complying

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extending to the trust account is remote.

Further, our sponsor may be

liable only to the extent necessary to ensure that the amounts in the trust account are not reduced below:

Further, our sponsor may

be liable only to the extent necessary to ensure that the amounts in the trust account are not reduced below:

(1) $10.00 per public

or (2) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account,

if less than $10.00 per share due to reductions in value of the trust assets, in each case net of permitted withdrawals and will not be

liable as to any claims under our indemnity of the underwriters of our IPO against certain liabilities, including liabilities under the

Securities Act.

if less than $10.00 per share due to reductions in value of the trust assets, in each case net of permitted withdrawals and will not

be liable as to any claims under our indemnity of the underwriters of our IPO against certain liabilities, including liabilities under

the Securities Act.

If we file a winding-up or

bankruptcy petition or an involuntary winding-up or bankruptcy petition is filed against us that is not dismissed, the proceeds held

in the trust account could be subject to applicable insolvency law, and may be included in our insolvency estate and subject to the claims

of third parties with priority over the claims of our stockholders.

To the extent any insolvency claims deplete the trust account, we

cannot assure you we will be able to return $10.00 per share to our public stockholders.

Additionally, if we file a

winding-up or bankruptcy petition or an involuntary winding-up or bankruptcy petition is filed against us that is not dismissed,

bankruptcy petition or an involuntary winding-up or bankruptcy petition is filed against us that is not dismissed, the proceeds

held in the trust account could be subject to applicable insolvency law, and may be included in our insolvency estate and subject to

the claims of third parties with priority over the claims of our stockholders.

To the extent any insolvency claims deplete the trust

account, we cannot assure you we will be able to return $10.00 per share to our public stockholders.

Additionally, if we file

a winding-up or bankruptcy petition or an involuntary winding-up or bankruptcy petition is filed against us that is not dismissed,

any distributions received by stockholders could be viewed under applicable debtor/creditor and/or insolvency laws as a voidable performance.

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Furthermore, our board of directors

may be viewed as having breached its fiduciary duty to our creditors and/or may have acted in bad faith, and thereby exposing itself and

our company to claims of punitive damages, by paying public stockholders from the trust account prior to addressing the claims of creditors.

may be viewed as having breached its fiduciary duty to our creditors and/or may have acted in bad faith, and thereby exposing itself

and our company to claims of punitive damages, by paying public stockholders from the trust account prior to addressing the claims of

We cannot assure you that claims will not be brought against us for these reasons.

Our public stockholders will

be entitled to receive funds from the trust account only upon the earliest to occur of:

Our public stockholders

will be entitled to receive funds from the trust account only upon the earliest to occur of:

(1) our completion of an initial business

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Amended and restated certificate of incorporation

Our amended and restated certificate

of incorporation contains certain requirements and restrictions that will apply to us until the consummation of our initial business combination.

Our amended and restated certificate of incorporation contains a provision which provides that, if we seek to amend our amended and restated

certificate of incorporation (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 18 months from

the closing of the IPO (May 22, 2026)(or up to 24 months from the closing of our IPO (November 22, 2026) if we extend the period of time

to consummate a business combination, as described in more detail in this Report) or (B) with respect to any other provision relating

to stockholders’ rights or pre-initial business combination activity, we will provide public stockholders with the opportunity

to redeem their public shares in connection with any such amendment.

Specifically, our amended and restated certificate of incorporation

provides, among other things, that:

● prior to the consummation of our initial business combination,

we shall either:

(1) seek stockholder approval of our initial business combination at a meeting called for such purpose at which

stockholders may seek to redeem their shares, regardless of whether they vote for or against, or abstain from voting on, the proposed

business combination, into their pro rata share of the aggregate amount on deposit in the trust account as of two business days

prior to the consummation of our initial business combination, including interest (net of permitted withdrawals);

or (2) provide

our public stockholders with the opportunity to tender their shares to us by means of a tender offer (and thereby avoid the need for

a stockholder vote) for an amount equal to their pro rata share of the aggregate amount on deposit in the trust account as of two business

days prior to the consummation of our initial business combination, including interest (net of permitted withdrawals), in each case subject

Our amended and restated

certificate of incorporation contains certain requirements and restrictions that will apply to us until the consummation of our initial

business combination.

Our amended and restated certificate of incorporation contains a provision which provides that, if we seek to amend

our amended and restated certificate of incorporation (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 18 months from the closing of the IPO (May 22, 2026)(or up to 24 months from the closing of our IPO (November 22,

2026) if we extend the period of time to consummate a business combination, as described in more detail in this Report) or (B) with

respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, we will provide

public stockholders with the opportunity to redeem their public shares in connection with any such amendment.

Specifically, our amended

and restated certificate of incorporation provides, among other things, that:

prior to the consummation of our initial business combination, we shall either:

(1) seek stockholder

approval of our initial business combination at a meeting called for such purpose at which stockholders may seek to redeem their

shares, regardless of whether they vote for or against, or abstain from voting on, the proposed business combination, into their

pro rata share of the aggregate amount on deposit in the trust account as of two business days prior to the consummation of

our initial business combination, including interest (net of permitted withdrawals);

or (2) provide our public stockholders

with the opportunity to tender their shares to us by means of a tender offer (and thereby avoid the need for a stockholder vote)

for an amount equal to their pro rata share of the aggregate amount on deposit in the trust account as of two business days

prior to the consummation of our initial business combination, including interest (net of permitted withdrawals), in each case subject

to certain limitations;

● we will consummate our initial business combination only

if we seek stockholder approval, a majority of the outstanding shares of common stock voted are voted in favor of our initial business

combination at a duly held stockholders meeting;

● if our initial business combination is not consummated within

18 months from the closing of the IPO (or up to 24 months from the closing of the IPO if we extend the period of time to consummate

a business combination, as described in more detail in this Report), then our existence will terminate and we will distribute all amounts

in the trust account;

● prior to our initial business combination, we may not issue

additional shares of common stock that would entitle the holders thereof to (1) receive funds from the trust account or (2) vote

as a class with our public shares on any initial business combination.

we will consummate our initial business combination only if we seek stockholder approval, a majority

of the outstanding shares of common stock voted are voted in favor of our initial business combination at a duly held stockholders

if our initial business combination is not consummated within 18 months from the closing of

the IPO (or up to 24 months from the closing of the IPO if we extend the period of time to consummate a business combination,

as described in more detail in this Report), then our existence will terminate and we will distribute all amounts in the trust account;

prior to our initial business combination, we may not issue additional shares of common stock that

would entitle the holders thereof to (1) receive funds from the trust account or (2) vote as a class with our public shares

on any initial business combination.

In the event we seek stockholder

approval in connection with our initial business combination, our amended and restated certificate of incorporation provides that we may

consummate our initial business combination only if approved by a majority of the shares of common stock voted by our stockholders at

a duly held stockholder meeting.

Comparison of redemption or

purchase prices in connection with our initial business combination and if we fail to complete our initial business combination.

approval in connection with our initial business combination, our amended and restated certificate of incorporation provides that we

may consummate our initial business combination only if approved by a majority of the shares of common stock voted by our stockholders

at a duly held stockholder meeting.

Comparison of redemption

or purchase prices in connection with our initial business combination and if we fail to complete our initial business combination.

The following table compares

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Calculation of redemption price

Redemptions at the time of our initial business combination may be made pursuant to a tender offer or in connection with a stockholder vote.

The redemption price will be the same whether we conduct redemptions pursuant to a tender offer or in connection with a stockholder vote.

In either case, our public stockholders may redeem their public shares for cash equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination (which is initially anticipated to be $10.00 per share), including interest (which interest shall be net of taxes payable), divided by the number of then- issued and outstanding public shares, subject to the limitation that no redemptions will take place if following such redemptions, we will comply with any limitations (including, but not limited to, cash requirements) agreed to in connection with the negotiation of terms of a proposed business combination.

If we seek stockholder approval of our initial business combination,

our sponsor, directors, officers, advisors or any of their respective affiliates may purchase public shares or warrants in privately negotiated

transactions or in the open market either prior to or following the completion of our initial business combination.

Such purchases will be restricted except to the extent such purchases

are able to be made in compliance with Rule 10b-18, which is a safe harbor from liability for manipulation under Section 9(a)(2)

and Rule 10b-5 of the Exchange Act.

None of the funds in the trust account will be used to purchase shares in such transactions.

If we have not completed our initial business combination within 18 months from the closing of the IPO (or up to 24 months if the period of time in which we may complete an initial business combination is extended in accordance with the procedures set forth in this Report) or during any Extension Period, we will redeem all public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account (which is initially anticipated to be $10.00 per share), including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares.

Redemptions at the time of our initial business combination may be made pursuant to a tender offer

or in connection with a stockholder vote.

The redemption price will be the same whether we conduct redemptions pursuant to a tender

offer or in connection with a stockholder vote.

In either case, our public stockholders may redeem their public shares for cash equal

to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of

the initial business combination (which is initially anticipated to be $10.00 per share), including interest (which interest shall

be net of taxes payable), divided by the number of then- issued and outstanding public shares, subject to the limitation that no

redemptions will take place if following such redemptions, we will comply with any limitations (including, but not limited to, cash

requirements) agreed to in connection with the negotiation of terms of a proposed business combination.

If we seek stockholder approval of our initial business combination, our sponsor, directors, officers,

advisors or any of their respective affiliates may purchase public shares or warrants in privately negotiated transactions or in

the open market either prior to or following the completion of our initial business combination.

Such purchases will be restricted

except to the extent such purchases are able to be made in compliance with Rule 10b-18, which is a safe harbor from liability

for manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act.

None of the funds in the trust account

will be used to purchase shares in such transactions.

If we have not completed our initial business combination within 18 months from the closing

of the IPO (or up to 24 months if the period of time in which we may complete an initial business combination is extended in

accordance with the procedures set forth in this Report) or during any Extension Period, we will redeem all public shares at a per-share price,

payable in cash, equal to the aggregate amount then on deposit in the trust account (which is initially anticipated to be $10.00

per share), including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes

payable), divided by the number of then issued and outstanding public shares.

Impact to remaining stockholders

The redemptions in connection with our initial business combination will reduce the book value per share for our remaining stockholders, who will bear the burden of the deferred underwriting discounts and interest withdrawn in order to pay taxes (to the extent not paid from amounts accrued as interest on the funds held in the trust account).

If the permitted purchases described above are made, there will be no impact to our remaining stockholders because the purchase price would not be paid by us.

The redemption of our public shares if we fail to complete our initial business combination will reduce the book value per share for the shares held by our initial stockholders who will be our only remaining stockholders after such redemptions.

The redemptions in connection with our initial business combination will reduce the book value per

share for our remaining stockholders, who will bear the burden of the deferred underwriting discounts and interest withdrawn in order

to pay taxes (to the extent not paid from amounts accrued as interest on the funds held in the trust account).

If the permitted purchases described above are made, there will be no impact to our remaining stockholders

because the purchase price would not be paid by us.

The redemption of our public shares if we fail to complete our initial business combination will

reduce the book value per share for the shares held by our initial stockholders who will be our only remaining stockholders after

such redemptions.

We expect to encounter intense

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Conflicts of Interest

All of our officers have fiduciary

and contractual duties to our sponsor and to certain companies in which it has invested or to certain other entities.

These entities may

compete with us for acquisition opportunities.

While the risk is partially mitigated due to our sponsor and the Company seeking targets

of quite different enterprise sizes, if these entities decide to pursue any such opportunity, we may be precluded from pursuing such opportunities.

Subject to his or her fiduciary duties under applicable law, none of the members of our management team who are also employed by our sponsor

or its affiliates have any obligation to present us with any opportunity for a potential business combination of which they become aware.

Our sponsor and directors and officers are also not prohibited from sponsoring, investing or otherwise becoming involved with, any other

blank check companies, including in connection with their initial business combinations, prior to us completing our initial business combination.

Our management team, in their capacities as directors, officers or employees of our sponsor or its affiliates or in their other endeavors,

may choose to present potential business combinations to the related entities described above, current or future entities affiliated with

or managed by our sponsor, or third parties, before they present such opportunities to us, subject to his or her fiduciary duties under

applicable law and any other applicable fiduciary duties.

Our amended and restated certificate of incorporation provides that we renounce

our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person

solely in his or her capacity as a director or officer of the company and it is an opportunity that we are able to complete on a reasonable

All of our officers have

fiduciary and contractual duties to our sponsor and to certain companies in which it has invested or to certain other entities.

entities may compete with us for acquisition opportunities.

While the risk is partially mitigated due to our sponsor and the Company

seeking targets of quite different enterprise sizes, if these entities decide to pursue any such opportunity, we may be precluded from

pursuing such opportunities.

Subject to his or her fiduciary duties under applicable law, none of the members of our management team

who are also employed by our sponsor or its affiliates have any obligation to present us with any opportunity for a potential business

combination of which they become aware.

Our sponsor and directors and officers are also not prohibited from sponsoring, investing or

otherwise becoming involved with, any other blank check companies, including in connection with their initial business combinations,

prior to us completing our initial business combination.

Our management team, in their capacities as directors, officers or employees

of our sponsor or its affiliates or in their other endeavors, may choose to present potential business combinations to the related entities

described above, current or future entities affiliated with or managed by our sponsor, or third parties, before they present such opportunities

to us, subject to his or her fiduciary duties under applicable law and any other applicable fiduciary duties.

Our amended and restated

certificate of incorporation provides that we renounce our interest in any corporate opportunity offered to any director or officer unless

such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and it is

an opportunity that we are able to complete on a reasonable basis.

For more information, see the section entitled “ Item 10.

Directors, Executive Officers, and Corporate Governance—Conflicts

Directors, Executive Officers, and Corporate Governance—Conflicts of Interest.

Our directors and officers

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Risk Factors — Certain of our directors and officers are now, and all of them may in the future, become affiliated

with entities engaged in business activities similar to those intended to be conducted by us, and accordingly, may have conflicts of interest

in determining to which entity a particular business opportunity should be presented.

with entities engaged in business activities similar to those intended to be conducted by us, and accordingly, may have conflicts of

interest in determining to which entity a particular business opportunity should be presented.

We do not believe, however,

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assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a

waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of

our IPO against certain liabilities, including liabilities under the Securities Act.

Moreover, in the event that an executed waiver is

deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third-party claims.

waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters

of our IPO against certain liabilities, including liabilities under the Securities Act.

Moreover, in the event that an executed waiver

is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third-party claims.

We have not independently verified whether our sponsor has sufficient funds to satisfy their indemnity obligations and believe that our

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have not asked our sponsor to reserve for such obligations.

We currently have four officers,

We currently have three

officers, Mr.

Brady Rodgers, Mr.

DeMoss III, Mr.

Mike Lessard, and Mr.

Mark Mathews, and do not intend to have any full-time employees

prior to the completion of our initial business combination.

DeMoss III, and Mr.

Mike Lessard, and do not intend to have any full-time employees prior

to the completion of our initial business combination.

Members of our management team are not obligated to devote any specific number

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issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, 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 common stock, we may apply 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.

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 common stock, we may apply 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.

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

In addition, we intend to target businesses larger than we could acquire with the net proceeds of the IPO and the sale of the

placement warrants, and may as a result be required to seek additional financing to complete such proposed initial business combination.

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 intend to target businesses larger than we could acquire with the net proceeds of the IPO and the sale

of the placement warrants, and may as a result 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

5 unchanged sentences

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.

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.

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-K

Item 1. Business