What changed in this filing

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Item 1A. Risk Factors

2024-12-17 compared with 2024-11-15 · 37 added, 4 removed, 1 unchanged (98% of the section changed)

Risk Factors.

Factors that could cause our actual results to

differ materially from those in this report include the risk factors described in our Form 10-K for the fiscal year ended December 31,

As of the date of this Report, there have been no material changes to the risk factors disclosed in our Form 10-K for the year ended

December 31, 2023 filed with the SEC.

that could cause our actual results to differ materially from those in this report include the risk factors described in our Form 10-K

for the fiscal year ended December 31, 2023.

As of the date of this Report, there have been no material changes to the risk factors disclosed

in our Form 10-K for the year ended December 31, 2023 filed with the SEC, other than those described below.

Rule 5815 was amended effective October 7, 2024 to provide for the immediate suspension and delisting for failure to meet the 36-month requirement

in Nasdaq Rule IM 5101-2(b) to complete a business combination, and our securities will face an immediate suspension and delisting action

once we receive a delisting determination letter from Nasdaq after the 36-month window ends on December 20, 2024

Listing Rule IM-5101-2(b) (the “Rule”), requires that we complete a business combination no later than 36 months after

our IPO, and Nasdaq Rule 5815 was amended effective October 7, 2024 to provide for the immediate suspension and delisting for failure

to meet the 36-month requirement to complete a business combination within the timeframe specified by the Rule, and our securities

will face an immediate suspension and delisting action once we receive a delisting determination letter from Nasdaq after such 36-month window

ends on December 20, 2024.

Therefore, if we do not complete our business combination by December 20, 2024, our securities will be suspended

and delisted from Nasdaq.

In addition, while we may appeal the suspension and delisting, a Nasdaq hearings panel will have no discretion

in allowing us to remain listed and may only reverse the Nasdaq’s staff’s determination if it finds it made a factual error

applying the Rule, which there will not be assuming that we receive a delisting letter on or after December 20, 2024.

extensions permitted under our charter allow us to complete a business combination after December 20, 2024, which is beyond the time-frame permitted

by the Rule and which means we may not be listed at the time we close a business combination.

our securities are delisted, our securities would likely trade on the Over the Counter (OTC) market, which could limit investors’

ability to make transactions in our securities and subject us to additional trading restrictions.

If this were to occur, we would face

significant material adverse consequences, including.

determination that our public shares are a “penny stock,” which will require brokers trading in the public shares to adhere

to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for its securities;

limited availability of market quotations for the Company’s securities;

liquidity for the Company’s securities;

decreased ability to issue additional securities or obtain additional financing in the future.

we would no longer be listed on Nasdaq, our securities would no longer be considered to be “covered securities” under the

National Securities Markets Improvement Act of 1996, and we would be subject to regulation in each state in which we offer our securities,

including in connection with our initial business combination, which may make more difficult and costly to complete a business combination.

Further, this may make us a less attractive business combination partner for companies with which we would otherwise seek to pursue a

business combination.

In addition, our securityholders could be prohibited from trading in our securities absent our registration in

the state where such securityholder lives.

To date we have not registered our securities in any State, and do not currently plan to do

This may make it difficult or impossible for our securityholders to trade in our securities.

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

What changed 10-Q

Item 1A. Risk Factors