Item 1A. Risk Factors
Item
1A. Risk Factors.
As
a smaller reporting company under Rule 12b-2 of the Exchange Act, we are not required to include risk factors in this Report. However,
the following are brief descriptions of material risks, uncertainties and other factors that could have a material effect on us and our operations:
Risks
Relating to our Search for, and Consummation of or Inability to Consummate, a Business Combination
●
we are a
blank check company with no operating history and no operating revenues, and our shareholders have a limited basis on which to
evaluate our ability to achieve our business objective, which is completing an initial Business Combination;
●
we may
not be able to complete our initial Business Combination within the Combination Period, in which case we would liquidate and redeem
our Public Shares;
●
we may
seek Business Combination opportunities with a high degree of complexity that require significant operational improvements, which
could delay or prevent us from achieving our desired results;
●
we may
be unable to obtain additional financing to complete our initial Business Combination or to fund the operations and growth of a target
business, which could compel us to restructure or abandon a particular Business Combination;
●
we may
issue our Ordinary Shares to our shareholders in connection with our initial Business Combination at a price that is less than the prevailing
market price of our Ordinary Shares at that time;
●
our Public
Shareholders may not be afforded an opportunity to vote on our proposed initial Business Combination, and even if we hold a vote,
holders of our Founder Shares will participate in such vote, which means we may complete our initial Business Combination even though
a majority of our Public Shareholders do not support such a combination;
●
as the
number of SPACs evaluating targets increases, attractive targets may become scarcer and there may be more competition for attractive
targets, or such attractive targets may not be interested in consummating a Business Combination with a SPAC due to a negative public
perception of mergers involving SPACs. This could increase the cost of our initial Business Combination and could even result in
our inability to find a target or to consummate an initial Business Combination;
●
we may
attempt to simultaneously complete Business Combinations with multiple prospective targets, which may hinder our ability to complete
our initial Business Combination and give rise to increased costs and risks that could negatively impact our operations and profitability;
●
we may
engage one or more of the Underwriters or one of their respective affiliates to provide additional services to us after the Initial
Public Offering, which may include acting as mergers and acquisitions advisor in connection with an initial Business Combination
or as placement agent in connection with a related financing transaction. The Underwriters are entitled to receive the Deferred Fee
that will be released from the Trust Account only upon completion of an initial Business Combination. These financial incentives
may cause the Underwriters to have potential conflicts of interest in rendering any such additional services to us after the Initial
Public Offering, including, for example, in connection with the sourcing and consummation of an initial Business Combination;
●
we may
attempt to complete our initial Business Combination with a private company about which little information is available, which may
result in a Business Combination with a company that is not as profitable as we suspected, if at all;
●
resources
could be wasted on researching Business Combinations targets that are not completed, which could materially adversely affect subsequent
attempts to locate and acquire or merge with another business. If we have not completed our initial Business Combination within the
Combination Period, our Public Shareholders may receive only the Redemption Price, or less than such amount in certain circumstances,
on the liquidation of our Trust Account and our warrants will expire worthless;
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●
recent
fluctuations in inflation and interest rates in the United States and elsewhere could make it more difficult for us to consummate
an initial Business Combination;
●
changes
in laws or regulations (including the adoption of policies by governing administrations), or a failure to comply with any laws and
regulations, may adversely affect our business, including our ability to negotiate and complete our initial Business Combination,
and results of operations;
●
In order
to effectuate an initial Business Combination, SPACs have, in the recent past, amended various provisions of their memorandums and
articles of association, and other governing instruments. We cannot assure our shareholders that we will not seek to amend our Amended
and Restated Articles or governing agreement in a manner that will make it easier for us to complete our initial Business Combination
that our shareholders may not support;
●
changes
in international trade policies, tariffs and treaties affecting imports and exports may have a material adverse effect on our search
for an initial Business Combination target or the performance or business prospects of a post-Business Combination company
●
adverse
developments affecting the financial services industry, including events or concerns involving liquidity, defaults or non-performance
by financial institutions, could adversely affect our business, financial condition or results of operations, or our Business Combination
prospects;
●
cyber
incidents or attacks directed at us or third parties could result in information theft, data corruption, operational disruption and/or
financial loss, as well as impact our ability to consummate an initial Business Combination;
●
if we
are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements
and our activities may be restricted, which may make it difficult for us to complete our initial Business Combination;
●
if we
seek shareholder approval of our initial Business Combination, our Sponsor and Management Team have agreed to vote in favor of such
initial Business Combination, regardless of how our Public Shareholders vote. As such, under certain circumstances, we may not need
any Public Shares in addition to Founder Shares to be voted in favor of our initial Business Combination to approve an initial Business
Combination;
●
our Public
Shareholders’ only opportunity to effect their investment decision regarding a potential Business Combination may be limited
to the exercise of their right to redeem their Public Shares from us for cash;
●
the ability
of our Public Shareholders to redeem their Public Shares for cash may make our financial condition unattractive to potential Business
Combination targets, which may make it difficult for us to enter into a Business Combination with a target;
●
the ability
of our Public Shareholders to exercise redemption rights with respect to a large number of our Ordinary Shares and the payment of
the Deferred Fee may not allow us to complete the most desirable Business Combination or optimize our capital structure, and may
materially dilute Public Shareholders’ investment in us;
●
the ability
of our Public Shareholders to exercise redemption rights with respect to a large number of our Ordinary Shares could increase the
probability that our initial Business Combination would be unsuccessful and that our Public Shareholders would have to wait for liquidation
in order to redeem their Public Shares;
●
the requirement
that we complete our initial Business Combination within the Combination Period may give potential target businesses leverage over
us in negotiating a Business Combination and may limit the time we have in which to conduct due diligence on potential Business Combination
targets, in particular as we approach the end of the Combination Period, which could undermine our ability to complete our initial
Business Combination on terms that would produce value for our shareholders;
●
we may
decide not to extend the Combination Period, in which case we would liquidate and redeem our Public Shares, and the Warrants would
be worthless;
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●
if we
seek shareholder approval of our initial Business Combination, our Sponsor, directors, officers, advisors and their respective affiliates
may elect to purchase Shares or Public Warrants from Public Shareholders, which may influence a vote on a proposed Business Combination
and reduce the public “float” of our Public Shares or Public Warrants;
●
if a Public
Shareholder fails to receive notice of our offer to redeem their Public Shares in connection with our initial Business Combination,
or fails to comply with the procedures for submitting or tendering their Public Shares, such Public Shares may not be redeemed;
●
our Public
Shareholders will not be entitled to protections normally afforded to shareholders of other blank check companies subject to Rule 419
of the Securities Act;
●
if we
seek shareholder approval of our initial Business Combination and we do not conduct redemptions pursuant to the tender offer rules,
and if a shareholder or a “group” of shareholders are deemed to hold in excess of 15% of our Class A Ordinary Shares,
they may lose the ability to redeem all such Public Shares in excess of 15% of our Class A Ordinary Shares;
●
because
of our limited resources and the significant competition for Business Combination opportunities, it may be more difficult for us
to complete our initial Business Combination. If we are unable to complete our initial Business Combination, our Public Shareholders
may receive only their pro rata portion of the funds in the Trust Account that are available for distribution to Public Shareholders,
and our Warrants will expire worthless;
●
if the
net proceeds of the Initial Public Offering and Private Placement not being held in the Trust Account are insufficient to allow us
to operate for at least the duration of the Combination Period, it could limit the amount available to fund our search for a target
business or businesses and complete our initial Business Combination, and we will depend on loans from our Sponsor or Management
Team to fund our search and to complete our initial Business Combination;
●
if we
are unable to consummate our initial Business Combination within the Combination Period, our Public Shareholders may be forced to
wait beyond May 1, 2027 before redemption from our Trust Account;
●
we may
not hold an annual general meeting until after the consummation of our initial Business Combination, which could delay the opportunity
for our Public Shareholders to discuss company affairs with Management, and the holders of our Class A Ordinary Shares will not have
the right to vote on the appointment or removal of directors or continuing our Company in a jurisdiction outside the Cayman Islands
until after the consummation of our initial Business Combination;
●
since
only holders of our Class B Ordinary Shares have the right to vote on the appointment of directors prior to the consummation
of the initial Business Combination, Nasdaq considers us to be a “controlled company” within the meaning of the Nasdaq
Rules and, as a result, we may qualify for exemptions from certain corporate governance requirements;
●
our Sponsor
controls the appointment of our Board of Directors until consummation of our initial Business Combination and holds a substantial
interest in us. As a result, it will appoint all of our directors prior to the consummation of our initial Business Combination and
may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that our Public Shareholders do
not support;
●
because
we are neither limited to evaluating a target business in a particular industry sector nor have we selected any target businesses
with which to pursue our initial Business Combination shareholders are unable to ascertain the merits or risks of any particular
target business’ operations;
●
we may
seek Business Combination opportunities in industries or sectors that may be outside of our Management’s areas of expertise;
●
although
we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we
may enter into our initial Business Combination with a target that does not meet such criteria and guidelines, and as a result, the
target business with which we enter into our initial Business Combination may not have attributes entirely consistent with our general
criteria and guidelines;
●
we are
not required to obtain an opinion from an independent investment banking firm or from another independent entity that commonly renders
valuation opinions, and consequently, our shareholders may have no assurance from an independent source that the price we are paying
for the business is fair to our shareholders from a financial point of view;
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●
we may
issue additional Class A Ordinary Shares or preference shares to complete our initial Business Combination or under an employee incentive
plan after completion of our initial Business Combination. We may also issue Class A Ordinary Shares upon the conversion of the Founder
Shares at a ratio greater than one-to-one at the time of our initial Business Combination as a result of the anti-dilution provisions
contained therein. Any such issuances would dilute the interest of our shareholders and likely present other risks.
●
unlike
some other similarly structured SPACs, our Sponsor, officers and directors will receive additional Class A Ordinary Shares if we
issue certain shares to consummate an initial Business Combination;
●
we may
engage in a Business Combination with one or more target businesses that have relationships with entities that may be affiliated
with our Sponsor, officers, directors or existing holders, which may raise potential conflicts of interest;
●
we may
issue notes or other debt securities, or otherwise incur substantial debt, to complete a Business Combination, which may adversely
affect our leverage and financial condition and thus negatively impact the value of our shareholders’ investment in us;
●
we may
only be able to complete one Business Combination with the proceeds of the Initial Public Offering and the Private Placement, which
will cause us to be solely dependent on a single business, and which may have a limited number of products or services. This lack
of diversification may negatively impact our operations and profitability;
●
we do
not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete
our initial Business Combination when a substantial majority of our Public Shareholders do not agree;
●
the provisions
of our Amended and Restated Articles that relate to our pre-Business Combination activity (and corresponding provisions governing
the release of funds from our Trust Account) may be amended with a Special Resolution of our shareholders, which is a lower amendment
threshold than that of some other SPACs. It may be easier for us, therefore, to amend the Amended and Restated Articles to facilitate
the completion of an initial Business Combination that some of our Public Shareholders may not support;
●
because
we must furnish our shareholders with financial statements of our Business Combination target, we may lose the ability to complete
an otherwise advantageous initial Business Combination with some prospective target businesses;
●
compliance
obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate our initial Business Combination, require
substantial financial and management resources, and increase the time and costs of completing an initial Business Combination;
● if
our initial Business Combination involves a company organized under the laws of a state of the United States (or any subdivision thereof),
the Excise Tax could be imposed on us in connection with redemptions of our Ordinary Shares after or in connection with such initial
Business Combination;
Risks
Relating to the Post-Business Combination Company
●
the officers
and directors of an acquisition candidate may resign upon completion of our initial Business Combination. The loss of a Business
Combination target’s key personnel could negatively impact the operations and profitability of our post-combination business;
●
subsequent
to our completion of our initial Business Combination, we may be required to take write-downs or write-offs, restructuring and impairment
or other charges that could have a significant negative effect on our financial condition, results of operations and the price of
our securities, which could cause our shareholders to lose some or all of their investment;
●
our Management
may not be able to maintain control of a target business after our initial Business Combination. We cannot provide assurance that,
upon loss of control of a target business, new management will possess the skills, qualifications or abilities necessary to profitably
operate such business;
●
we may
have a limited ability to assess the management of a prospective target business and, as a result, may affect our initial Business
Combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company;
●
our initial
Business Combination and our structure thereafter may not be tax-efficient to our shareholders and Warrant holders. As a result of
our Business Combination, our tax obligations may be more complex, burdensome and/or uncertain;
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Risks
Relating to Acquiring or Operating a Business in Foreign Countries
●
we may
not be able to complete an initial Business Combination because such initial Business Combination may be subject to regulatory review
and approval requirements, including foreign investment regulations and review by government entities such as the Committee on Foreign
Investment in the United States, or may be ultimately prohibited.
●
if we
effect our initial Business Combination with a company located outside of the United States, we would be subject to a variety of
additional risks that may adversely affect us;
●
we may
reincorporate in, or transfer by way of continuation to, another jurisdiction, which may result in taxes imposed on our shareholders
or Warrant holders.
●
we may
reincorporate in or transfer by way of continuation to another jurisdiction in connection with our initial Business Combination,
and the laws of such jurisdiction may govern some or all of our future material agreements and we may not be able to enforce our
legal rights;
●
we are
subject to changing law and regulations regarding regulatory matters, corporate governance and public disclosure that have increased
both our costs and the risk of non-compliance;
●
if our
Management following our initial Business Combination is unfamiliar with United States securities laws, they may have to expend time
and resources becoming familiar with such laws, which could lead to various regulatory issues;
●
exchange
rate fluctuations and currency policies may cause a target business’ ability to succeed in the international markets to be
diminished;
●
after
our initial Business Combination, substantially all of our assets may be located in a foreign country and substantially all of our
revenue will be derived from our operations in such country. Accordingly, our results of operations and prospects will be subject,
to a significant extent, to the economic, political and legal policies, developments and conditions in the country in which we operate;
Risks
Relating to our Management Team
●
our officers
and directors allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much
time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial Business
Combination;
●
changes
in the market for directors’ and officers’ liability insurance could make it more difficult and more expensive for us
to negotiate and complete an initial Business Combination;
●
we may
not have sufficient funds to satisfy indemnification claims of our directors and officers;
●
past performance
by our Management Team, our advisors and their respective affiliates, including investments and transactions in which they have participated
and businesses with which they have been associated, may not be indicative of future performance of an investment in our Company;
●
we are
dependent upon our officers and directors and their loss, or a reduction in the amount of time they can dedicate to our initial Business
Combination, could adversely affect our ability to operate;
●
our ability
to successfully effect our initial Business Combination and to be successful thereafter is dependent upon the efforts of our key
personnel, some of whom may join us following our initial Business Combination. The loss of key personnel could negatively impact
the operations and profitability of our post-combination business;
●
our key
personnel may negotiate employment or consulting agreements with a target business in connection with a particular Business Combination,
and a particular Business Combination may be conditioned on the retention or resignation of such key personnel. These agreements
may provide for them to receive compensation following our initial Business Combination and as a result, may cause them to have conflicts
of interest in determining whether a particular Business Combination is the most advantageous;
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●
our officers
and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities,
including other blank check companies, and, accordingly, may have conflicts of interest in allocating their time and in determining
to which entity a particular business opportunity should be presented;
●
members
of our Management Team have significant experience as founders, board members, officers, executives or employees of other companies.
Certain of those persons have been, are currently, or may become, involved in litigation, investigations or other proceedings, including
related to those companies or otherwise. This may have an adverse effect on us, which may impede our ability to consummate an initial
Business Combination;
●
members
of our Management Team and affiliated companies may have been, and may in the future be, involved in civil disputes or governmental
investigations unrelated to our business;
Risks
Relating to our Securities and Shareholder Rights
●
to mitigate
the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, we may, at any time (based
on our Management Team’s ongoing assessment of all factors related to our potential status under the Investment Company Act),
instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust
Account in an interest-bearing demand deposit account at a bank until the earlier of the consummation of our initial Business Combination
or our liquidation. As a result, following the liquidation of investments in the Trust Account, we will likely receive less interest
on the funds held in the Trust Account than we would have had the Trust Account remained as initially invested, such that our Public
Shareholders would receive less upon any redemption or liquidation of our Company than what they would have received had the investments
not been liquidated;
●
our Public
Shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption
of their Public Shares;
●
if third
parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount
received by Public Shareholders may be less than the Redemption Price;
●
our directors
may decide not to enforce the indemnification obligations of our Sponsor, resulting in a reduction in the amount of funds in the
Trust Account available for distribution to our Public Shareholders;
●
if, before
distributing the proceeds in the Trust Account to our Public Shareholders, we file a bankruptcy or insolvency petition or an involuntary
bankruptcy or insolvency petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have
priority over the claims of our shareholders and the per-share amount that would otherwise be received by our Public Shareholders
in connection with our liquidation may be reduced;
●
if, after
we distribute the proceeds in the Trust Account to our Public Shareholders, we file a bankruptcy or insolvency petition or an involuntary
bankruptcy or insolvency petition is filed against us that is not dismissed, a liquidator or a bankruptcy, insolvency or other court
may seek to recover such proceeds, and the members of our Board of Directors may be viewed as having breached their fiduciary duties
to us or our creditors, thereby exposing the members of our Board of Directors and us to claims of punitive damages;
●
an active
market for our public securities may not continue, which would adversely affect the liquidity and price of our securities, and our
shareholders may have limited liquidity and trading;
●
since
our Sponsor, directors and officers and any other holder of our Founder Shares will lose their entire investment in us if our initial
Business Combination is not completed (other than with respect to any Public Shares they may acquire during or after the Initial
Public Offering), and because our Sponsor, officers and directors and any other holder of our Founder Shares may profit substantially
even under circumstances in which our Public Shareholders would experience losses in connection with their investment, a conflict
of interest may arise in determining whether a particular Business Combination target is appropriate for our initial Business Combination;
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●
the value
of the Founder Shares following completion of our initial Business Combination is likely to be substantially higher than the nominal
price paid for them, even if the trading price of our Public Shares at such time is substantially less than the Redemption Price;
●
Nasdaq
may delist our securities from trading on its exchange, which could limit our shareholders’ ability to make transactions in our securities
and subject us to additional trading restrictions;
●
our Public
Shareholders do not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. Therefore,
to liquidate their investment, they may be forced to sell their Public Shares or Public Warrants, potentially at a loss;
●
our Sponsor
paid an aggregate of $25,000, or approximately $0.004 per Founder Share and, accordingly, our Public Shareholders experience immediate
and substantial dilution from the purchase of our Class A Ordinary Shares;
●
the nominal
purchase price paid by our Sponsor for the Founder Shares may result in significant dilution to the implied value of the Public Shares
upon the consummation of our initial Business Combination, and our Sponsor is likely to make a substantial profit on its investment
in us in the event we consummate an initial Business Combination, even if the Business Combination causes the trading price of our
Ordinary Shares to materially decline;
●
because
we are incorporated under the laws of the Cayman Islands, our shareholders may face difficulties in protecting their interests, and
their ability to protect their rights through the U.S. Federal courts may be limited;
●
after
our initial Business Combination, it is possible that a majority of our directors and officers will live outside the United States
and all of our assets will be located outside the United States; therefore, shareholders may not be able to enforce federal
securities laws or their other legal rights;
●
provisions
in our Amended and Restated Articles may inhibit a takeover of us, which could limit the price investors might be willing to pay
in the future for our Class A Ordinary Shares and could entrench Management;
●
our Amended
and Restated Articles provide that the courts of the Cayman Islands will be the exclusive forums for certain disputes between us
and our shareholders, which could limit our shareholders’ ability to obtain a favorable judicial forum for complaints against
us or our directors, officers or employees;
●
whether
a redemption of Public Shares will be treated as a sale of such Class A Ordinary Shares for U.S. federal income tax purposes
will depend on a shareholder’s specific facts;
●
we may
amend the terms of the Public Warrants in a manner that may be adverse to holders of Public Warrants with the approval by the holders
of at least 50% of the then outstanding Public Warrants. As a result, the exercise price of the Public Warrants could be increased,
the exercise period could be shortened and the number of Class A Ordinary Shares purchasable upon exercise of a Public Warrant
could be decreased, all without shareholder approval;
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●
the Warrant
Agreement designates the courts of the State of New York or the United States District Court for the Southern District
of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of
our Warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our Company;
●
a provision
of the Warrant Agreement may make it more difficult for us to consummate an initial Business Combination;
●
our Warrants
may have an adverse effect on the market price of our Class A Ordinary Shares and make it more difficult to effectuate our initial
Business Combination;
●
because
each Unit contains one-half of one Warrant and only a whole Warrant may be exercised, the Units may be worth less than units
of other SPACs;
●
Warrant
holders will not be permitted to exercise their Warrants unless we register and qualify the underlying Class A Ordinary Shares or
certain exemptions are available;
●
holders
may only be able to exercise Public Warrants on a “cashless basis” under certain circumstances, and if they do so, they
will receive fewer Class A Ordinary Shares from such exercise than if they were to exercise such Public Warrants for cash;
●
holders
of Class A Ordinary Shares are not entitled to vote on continuing our Company in a jurisdiction outside of the Cayman Islands;
●
the grant
of registration rights to our Sponsor, Cantor and other holders of our Private Placement Warrants may make it more difficult to complete
our initial Business Combination, and the future exercise of such rights may adversely affect the market price of our Class A
Ordinary Shares;
●
we may
be a passive foreign investment company, which could result in adverse United States federal income tax consequences to our U.S.
shareholders;
●
we are
an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and if we take advantage of
certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, this could
make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies;
●
market
conditions, economic uncertainty or downturns could adversely affect our business, financial condition, operating results and our
ability to consummate a Business Combination; and
●
changes
in international trade policies, tariffs and treaties affecting imports and exports may have a material adverse effect on our search
for an initial Business Combination target or the performance or business prospects of a post-Business Combination company.
25
For
more detailed descriptions of these and other risks relating to our Company, see the section titled “Risk Factors” contained
in our (i) IPO Registration Statement and (ii) Quarterly Report on Form 10-Q for the quarterly period ended June
30, 2025, as filed with the SEC on August 14, 2025 . As of the date of this Report,
there have been no material changes with respect to those risk factors , other than as set forth
below. Any of these previously disclosed risk factors could result in a significant or material adverse effect on our results
of operations or financial condition. Additional risks not presently known to us or that we currently deem immaterial may also affect
our ability to consummate an initial Business Combination. We may disclose changes to such risk factors or disclose additional risk factors
from time to time in our future filings with the SEC.
Our search for an initial Business Combination,
and any target business with which we may ultimately consummate an initial Business Combination, may be materially adversely affected
by current global geopolitical conditions and armed conflicts in the Ukraine and Russia and in the Middle East between United States,
Israel and Iran and others, as well as by other events that are outside of our control.
Our ability to find a potential
target business and the business of any company with which we may consummate a Business Combination could be materially and adversely
affected by events that are outside of our control. For example, United States and global markets have experienced and may continue
to experience volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and
the recent conflict in the Middle East and Southwest Asia between the United States, Israel and Iran and others. Recent hostilities between
the United States, Israel and Iran and others have caused significant disruption in the normal flow of oil, refined petroleum products
and related commodities, with consequent price rises and associated economic volatility. In response to such conflicts, the North Atlantic
Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United
Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related
individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication
(SWIFT) payment system. Certain countries, including the United States, have also provided and may continue to provide military aid
or other assistance to Ukraine and to Israel, or have undertaken or will undertake military strikes in locations related to the conflicts,
including but not limited to Iran, and there have been retaliatory military responses, increasing geopolitical tensions among a number
of nations.
The invasion of Ukraine by
Russia and the escalation of the conflict involving the United States, Israel and Iran and others in the Middle East and Southwest Asia
and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom,
the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting
impact on regional and global economies. Although the length and impact of the ongoing conflicts and geopolitical turmoil are highly unpredictable,
they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply
chain interruptions, changes in consumer or producer purchasing behavior and increased cyber-attacks against U.S. companies. Additionally,
any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity
in capital markets.
Similarly, other events outside
of our control, including natural disasters, climate-related events and pandemic or health crises (such as the COVID-19 pandemic) may
arise from time to time, and any such events may cause significant volatility and declines in the global markets and have disproportionate
impacts to certain industries or sectors and disruptions to commerce (including economic activity, travel and supply chain), and may adversely
affect the global economy or capital markets.
Any of the abovementioned
factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian
invasion of Ukraine, the escalation of the conflict involving the United States, Israel and Iran and others in the Middle East and Southwest
Asia and subsequent sanctions or related actions, could adversely affect our search for an initial Business Combination and any target
business with which we may ultimately consummate an initial Business Combination.
The extent and duration of
the ongoing conflicts, resulting sanctions and any related market disruptions are impossible to predict, but could be substantial, particularly
if current or new sanctions continue for an extended period of time, if geopolitical tensions result in expanded military operations on
a global scale or if there are disruptions in the supply of oil or other commodities.
Any such disruptions may also
have the effect of heightening many of the other risks described in this Item. If these disruptions or other matters of global concern
continue for an extensive period of time, our ability to consummate an initial Business Combination, or the operations of a target business
with which we may ultimately consummate an initial Business Combination, may be materially adversely affected. In addition, our ability
to consummate a transaction may be dependent on the ability to raise equity or debt financing, which may be impacted by these and other
events, including as a result of increased market volatility or decreased availability of third-party financing on acceptable terms or
at all.
26
Military or other conflicts in Ukraine,
between the United States, Israel and Iran and others and other in the Middle East and Southwest Asia or other armed hostilities may lead
to increased volume and price volatility for publicly traded securities, or affect the operations or financial condition of potential
target companies, which could make it more difficult for us to consummate an initial Business Combination.
Military or other conflicts in Ukraine, between
the United States, Israel and Iran and others in the Middle East, and Southwest Asia or other armed hostilities may lead to increased
volume and price volatility for publicly traded securities, or affect the operations or financial condition of potential target companies,
and to other company or industry-specific, national, regional or international economic disruptions and economic uncertainty, any of which
could make it more difficult for us to identify a Business Combination target and consummate an initial Business Combination on acceptable
commercial terms, or at all.
The
share price of the combined company may decline after our initial Business Combination below the initial value of the units sold in the
Initial Public Offering.
Each
Unit sold in the Initial Public Offering consists of one Class A Ordinary Share and one-half of one redeemable Public Warrant.
Of the proceeds we receive from our Initial Public Offering and from the sale of the Private Placement Warrants, $300,000,000 was placed
in the Trust Account. We will provide our Public Shareholders with the opportunity to redeem all or a portion of their Class A Ordinary
Shares in connection with the completion of our initial Business Combination, and potentially upon the occurrence of certain other events
prior to our initial Business Combination. We expect that the pro rata redemption price in any redemption will be approximately $10.00
per Public Share, without taking into account any interest or other income earned on such funds (less any withdrawals from accrued interest
on such account for income for taxes paid or other permitted purposes), although the per share redemption price may be less in certain
circumstances. As a result, Public Shareholders who purchased Units in our Initial Public Offering can anticipate receiving at least
$10.00 per ordinary share (without taking into account interest or income earned on the amounts held in the Trust Account, less any withdrawals
from accrued interest on such account) at the time of redemption for each share that they choose to redeem.
After
our initial Business Combination, there can be no assurance that our shareholders would be able to sell their Ordinary Shares for at
least $10.00 per share. The target business with which we consummate our initial Business Combination will likely be subject to many
material risks. Since we have not yet identified a target, the exact nature of those risks are unknown at this time. However, if any
of those risks materialize, or for other reasons, that target business may not perform as anticipated, and the share price of the combined
company may decline as a result. Even if the combined post-Business Combination company’s financial performance is not less than
anticipated, the share price of the combined post-Business Combination company may decline due to market conditions or other factors.
In recent years, the share prices of many companies have fallen following a Business Combination. As a result, if you continue to hold
our shares through our initial Business Combination without redeeming such shares, we cannot assure our shareholders that the sale price
following our initial Business Combination will be greater than either the $10.00 per unit offering price or the anticipated $10.00 redemption
price (without taking into account interest or income earned on the amounts held in the Trust Account, less any withdrawals from accrued
interest on such account) of the shares included in the units in the Initial Public Offering.
The
securities in which we invest the funds held in the Trust Account could bear a negative rate of interest, which could reduce the interest
income available for payment of taxes or reduce the value of the assets held in trust such that the per-share redemption amount received
by Public Shareholders may be less than $10.00 per public share.
The
proceeds held in the Trust Account will initially be invested only in U.S. government treasury obligations with a maturity of 185 days
or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in
direct U.S. government treasury obligations; the holding of these assets in this form is intended to be temporary and for the sole
purpose of facilitating the intended Business Combination and may at any time be held as cash or cash items, including in demand deposit
accounts at a bank. While short-term U.S. government treasury obligations currently yield a positive rate of interest, they have
briefly yielded negative interest rates in recent years. Central banks in Europe and Japan pursued interest rates below zero in
recent years, and the Open Market Committee of the Federal Reserve has not ruled out the possibility that it may in the future adopt
similar policies in the United States. In the event that we are unable to complete our initial Business Combination or make certain
amendments to our Amended and Restated Articles, our Public Shareholders are entitled to receive their pro-rata share of the proceeds
held in the Trust Account, plus any interest income (less income taxes payable, if any, and up to $100,000 of interest to pay dissolution
expenses). Negative interest rates could reduce the value of the assets held in trust such that the per-share redemption amount received
by Public Shareholders may be less than $10.00 per public share.
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We
may seek to extend the Combination Period, which could reduce the amount held in our Trust Account and have adverse effects on our Company.
If
we are unable to consummate our initial Business Combination on or before May 1, 2027 we may seek shareholder approval to extend the
Combination Period by amending our Amended and Restated Articles. In such event, our Public Shareholders will be provided the opportunity
to have all or a portion of their Public Shares redeemed. Any redemptions will reduce the amount held in our Trust Account, the effect
of which may adversely affect our ability to consummate our initial Business Combination and may also impair our ability to maintain
our Nasdaq listing.