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Item 1A. Risk Factors

2026-03-19 compared with 2025-03-13 · 123 added, 16 removed, 895 unchanged (13% of the section changed)

1 unchanged sentence

An investment in our securities involves a high degree of risk.

You should consider carefully all of the risks described below, together with the other information contained in this Annual Report and our prospectus dated August 16, 2024 relating to our Initial Public Offering (the “IPO Prospectus”).

You should consider carefully all of the risks described below, together with the other information contained in this Annual Report, our prospectus dated August 16, 2024 relating to our Initial Public Offering, and the risks set forth under the “Risk Factor” section of the Registration Statement on Form S-4 filed by Parataxis Holdings Inc (the “Proxy Statement/Prospectus”).

If any of the following events occur, our business, financial condition and operating results may be materially adversely affected.

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Risks Relating to our Search for, Consummation of, or Inability to Consummate, a Business Combination and Post-Business Combination Risks

The ability of public shareholders to exercise redemption rights with respect to a large number of public shares, the terms of the proposed Business Combination or other factors may not allow SilverBox to complete the Business Combination or optimize its capital structure.

Under the terms of the Business Combination Agreement, it is a condition to Parataxis’ obligation to consummate the proposed Business Combination, waivable by Parataxis, that, at the Closing, net cash and cash equivalents delivered to Pubco in connection with the Business Combination (after giving effect to the completion and payment of the Redemption and payment expenses) and including the aggregate amount of any transaction financing, equal or exceed $25 million (“Minimum Cash Condition”).

The Memorandum and Articles of Association also provides that SilverBox will only consummate an initial Business Combination if net tangible assets will be at least $5,000,001 either immediately prior to or upon consummation of an initial business combination.

If redemptions reduce the funds available from the Trust Account to the point that the Minimum Cash Condition is not satisfied, SilverBox may need to seek to restructure the Business Combination to reserve a greater portion of the cash in the Trust Account, arrange for third-party financing or otherwise.

Third-party financing may not be available on acceptable terms or at all.

Furthermore, raising additional third-party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels.

If the Business Combination is unsuccessful, you would not receive your pro rata portion of the Trust Account until SilverBox liquidates the Trust Account or consummates an alternative initial business combination or upon the occurrence of a vote by SilverBox Shareholders to extend the amount of time SilverBox has to complete an initial business combination or certain other corporation actions as set forth in the Memorandum and Articles of Association.

If you are in need of immediate liquidity, you could attempt to sell your shares in the open market;

however, at such time SilverBox’s shares may trade at a discount to the pro rata amount per share in the Trust Account or there may be limited market demand at such time.

In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with SilverBox’s redemption until SilverBox liquidates, consummates an alternative initial business combination, effectuates an Extension or takes certain other actions set forth in the Memorandum and Articles of Association or you are able to sell your shares in the open market.

You may be unable to ascertain the merits or risks of Parataxis’ operations.

If the Business Combination is consummated, Pubco will be affected by numerous risks inherent in Parataxis’ business.

Although SilverBox’s management has endeavored to evaluate the risks inherent in the proposed Business Combination, SilverBox cannot assure you that it can adequately ascertain or assess all of the significant risk factors.

Further, some of these risks may be outside of SilverBox’s and Parataxis’ control.

SilverBox also cannot assure you that an investment in Pubco’s securities will not ultimately prove to be less favorable to investors in SilverBox than a direct investment, if an opportunity were available, in Parataxis.

In addition, if shareholders do not believe that the prospects for the Business Combination are promising, a greater number of shareholders may exercise their redemption rights, which may make it difficult for SilverBox to consummate the Business Combination.

There is no assurance that SilverBox’s diligence will reveal all material risks that may be present with regard to Parataxis.

Subsequent to the completion of the Business Combination, Pubco may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition and its share price, which could cause you to lose some or all of your investment.

SilverBox cannot assure you that the due diligence SilverBox has conducted on Parataxis will reveal all material issues that may be present with regard to Parataxis, or that it would be possible to uncover all material issues through a customary amount of due diligence or that risks outside of SilverBox’s and Parataxis’ control will not later arise.

Parataxis is aware that SilverBox must complete an initial business combination by August 19, 2026 (or such other date as approved by the SilverBox shareholders).

Consequently, Parataxis may have obtained leverage over SilverBox, knowing that if SilverBox does not complete the Business Combination, SilverBox may be unlikely to be able to complete an initial business combination with any other target business prior to such deadline.

Parataxis operates in a highly competitive, regulated industry and Parataxis has never before been a public company and its business and platform operations continue to change and evolve.

As a result, SilverBox has therefore made its decision to pursue a business combination with Parataxis on the basis of limited information, which may result in a business combination that is not as profitable as expected, if at all, for Parataxis, SilverBox and their respective security holders.

As a result of these factors, Pubco may be forced to later write-down or write-off assets, restructure operations, or incur impairment or other charges that could result in reporting losses.

Even if SilverBox’s due diligence successfully identified certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with SilverBox’s preliminary risk analysis.

Even though these charges may be non-cash items and would not have an immediate impact on SilverBox’s or Pubco’s liquidity, the fact that charges of this nature are reported could contribute to negative market perceptions about Parataxis or SilverBox and Pubco’s securities.

In addition, charges of this nature, if any, may cause Pubco to violate leverage or other covenants to which it may be (or in the future become) subject as a result of any financing that may be obtained by Pubco or Parataxis after the consummation of the proposed Business Combination transaction.

Accordingly, any shareholders of SilverBox who choose to remain shareholders of Pubco following the Business Combination could suffer a reduction in the value of their shares.

Such shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by SilverBox’s officers or directors of a fiduciary duty owed by them to SilverBox, or if they are able to successfully bring a private claim under securities laws that the proxy statement/prospectus relating to the Business Combination contained an actionable material misstatement or material omission.

There are risks to SilverBox Shareholders who are not affiliates of the Sponsor of becoming shareholders of Pubco through the Business Combination rather than acquiring interests in Parataxis directly in an underwritten public offering, including no independent due diligence review by an underwriter.

There is no independent third-party underwriter involved in the Business Combination or the issuance of Pubco securities in connection therewith.

Underwritten public offerings of securities conducted by a licensed broker-dealer are subjected to a due diligence review by the underwriter or dealer manager to satisfy statutory duties under the Securities Act, the rules of Financial Industry Regulatory Authority, Inc.

(“FINRA”) and the national securities exchange where such securities are listed.

Additionally, underwriters or dealer-managers conducting such public offerings are subject to liability for any material misstatements or omissions in a registration statement filed in connection with the public offering.

If Parataxis became a public company through an underwritten public offering, the underwriters would be subject to liability under Section 11 of the Securities Act for material misstatements and omissions in the initial public offering registration statement.

In general, an underwriter is able to avoid liability under Section 11 if it can prove that, it “had, after reasonable investigation, reasonable ground to believe and did believe, at the time the registration statement became effective, that the statements therein (other than the audited financial statements) were true and that there was no omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading.” Because Parataxis will become a public company through a business combination with SilverBox, a special purpose acquisition company, investors in SilverBox and Pubco may not have the same remedies available to them under U.S.

federal securities laws in connection with the Business Combination as they otherwise might have had if Parataxis were to have gone public in a traditional firm commitment underwritten initial public offering.

In addition, the amount of due diligence conducted by SilverBox and its advisors in connection with the Business Combination may not be as high as would have been undertaken by an underwriter in connection with an initial public offering of Parataxis.

Accordingly, it is possible that defects in Parataxis’ business or problems with Parataxis’ management that would have been discovered if Parataxis conducted an underwritten public offering will not be discovered in connection with the Business Combination, which could adversely affect the market price of Pubco securities.

Unlike an underwritten initial public offering, the initial trading of Pubco’s securities will not benefit from the book-building process undertaken by underwriters that helps to inform efficient price discovery with respect to opening trades of newly listed shares and underwriter support to help stabilize, maintain or affect the public price of the new issue immediately after listing.

The lack of such a process in connection with the listing of Pubco’s securities on the NYSE or Nasdaq could result in diminished investor demand, inefficiencies in pricing and a more volatile public price for Pubco’s securities during the period immediately following the listing.

Involvement or past performance by consultants, advisors, influencers, brand ambassadors and other Persons involved with Parataxis or Pubco, including members of their respective boards of directors, managers, consultants, advisors and other Persons, some or all of whom are public figures, may not be indicative of the future performance of Parataxis and Parataxis and you should assess the merits of Parataxis’ business independently and be prepared to lose your entire investment.

Involvement or past performance by advisors, consultants, influencers, ambassadors, members of boards of directors, executive officers, managers and other Persons involved with Parataxis or Pubco, or Persons or entities affiliated, associated or otherwise related to any of the foregoing, is not a guarantee of success with respect to the Business Combination or the future results of Parataxis or trading prices of Parataxis securities.

You should not rely upon the involvement or past performance of any Person or Persons as indicative of whether or not you should invest in SilverBox, Pubco or Parataxis.

You are advised, in your sole discretion, to consult with your own financial and other advisors before you make investment decisions about buying or selling SilverBox or Pubco securities or investing in the business of Parataxis.

Involvement or past performance by Persons associated with any of Parataxis, Pubco, or any other businesses, entities or Persons affiliated or associated with any of them, including public figures, does not guarantee that the Business Combination, Parataxis or Pubco will be successful, and you should be prepared to lose your entire investment.

Neither SilverBox nor the SilverBox shareholders will have the protection of any indemnification, escrow, price adjustment or other provisions that allow for a post-closing adjustment to be made to the total consideration for the Business Combination in the event that any of the representations and warranties in the Business Combination Agreement made by Parataxis, Pubco, the Merger Subs, or the Seller Representative or any other party thereto ultimately proves to be inaccurate or incorrect.

Most of the representations and warranties made by Parataxis, Pubco, the Merger Subs, or the Seller Representative to each other in the Business Combination Agreement will not survive the Closing.

As a result, SilverBox and the SilverBox shareholders will not have the protection of any indemnification, escrow, price adjustment or other provisions that allow for a post-closing adjustment to be made to the total consideration for the Business Combination if any of these representation or warranty in the Business Combination Agreement made by Parataxis, Pubco, the Merger Subs, and the Seller Representative proves to be inaccurate or incorrect.

Accordingly, to the extent such representations or warranties are incorrect, SilverBox and the SilverBox shareholders would have no indemnification claim with respect thereto and its financial condition or results of operations could be adversely affected.

SilverBox and Parataxis will incur significant transaction and transition costs in connection with the Business Combination.

SilverBox and Parataxis have incurred significant transaction and transition costs in connection with the Business Combination, and Pubco will incur significant costs in operating as a public company following the consummation of the Business Combination.

Pubco may also incur additional costs to retain key employees.

These expenses will reduce the amount of cash available to be used for other corporate purposes by Pubco if the Business Combination is completed or by SilverBox if the Business Combination is not completed.

If the Business Combination is not consummated, SilverBox may not have sufficient funds to seek an alternative business combination and may be forced to liquidate and dissolve.

SilverBox’s non-redeeming shareholders and Parataxis Securityholders may not realize a benefit from the Business Combination commensurate with the ownership dilution they will experience in connection with the Business Combination.

If Pubco is unable to realize the full strategic and financial benefits currently anticipated from the Business Combination, SilverBox shareholders and Parataxis securityholders will have experienced substantial dilution of their ownership interests in their respective companies without receiving any commensurate benefit, or only receiving part of the commensurate benefit to the extent Pubco and Parataxis are able to realize only part of the strategic and financial benefits currently anticipated from the Business Combination.

During the pendency of the Business Combination, SilverBox and Parataxis may not be able to enter into a business combination with another party because of restrictions in the Business Combination Agreement, which could adversely affect their respective businesses.

Further, certain provisions of the Business Combination Agreement may discourage third parties from submitting alternative takeover proposals, including proposals that may be superior to the arrangements contemplated by the Business Combination Agreement.

Covenants in the Business Combination Agreement impede the ability of SilverBox and Parataxis to make acquisitions or complete other transactions that are not in the ordinary course of business pending completion of the Business Combination.

As a result, if the Business Combination is not completed, the parties may be at a disadvantage to their competitors during the interim period prior to Closing.

In addition, while the Business Combination Agreement is in effect, each party is generally prohibited from soliciting,

initiating, encouraging or entering into certain extraordinary transactions, such as a merger, sale of assets or other business combination outside the ordinary course of business, with any third party, which transactions, if any materialized and were pursued, could have been or could be favorable to such party’s shareholders.

If the conditions to the Business Combination Agreement are not met, the Business Combination may not occur.

Even if the Business Combination is approved by the shareholders of SilverBox (including each of the shareholder proposals contained in the Proxy Statement/Prospectus) and Parataxis Securityholders, specified conditions must be satisfied or waived to complete the Business Combination.

These conditions are described in detail in the Business Combination Agreement and, in addition to shareholder and member consent, include, among other requirements, that (i) the Pubco Class A Stock and Pubco warrants shall have been approved for listing on Nasdaq or NYSE, (ii) this registration statement will have been declared effective under the Securities Act by the SEC and will remain effective as of the Closing, (iii) all consents required to be obtained from or made with any governmental authority in order to consummate the transactions contemplated by the Business Combination Agreement shall have been obtained or made, (iv) each of the representations and warranties of SilverBox and Parataxis contained in the Business Combination Agreement remain true and correct as of Closing, and (v) no material adverse effect shall have occurred regarding SilverBox or Parataxis since the Business Combination Agreement that remains uncured as of Closing.

SilverBox and Parataxis cannot assure you that all of the conditions will be satisfied.

If the conditions are not satisfied or waived, the Business Combination may not occur, or may be delayed and such delay may cause SilverBox and Parataxis to each lose some or all of the intended benefits of the Business Combination.

If the Business Combination does not occur, SilverBox may not be able to find another potential candidate for its initial business combination prior to SilverBox’s deadline (currently August 19, 2026, or such other date as approved by the SilverBox shareholders), and SilverBox will be required to liquidate.

Pubco’s management team may invest or spend the proceeds of the SEPA in ways with which you may not agree or in ways which may not yield a significant return.

Pubco’s management will have broad discretion over the use of proceeds from the SEPA.

Pubco intends to use the net proceeds, if any, from the SEPA for general corporate purposes, which may include, among other things, working capital.

Pubco’s management will have considerable discretion in the application of the net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately.

The net proceeds may be used for corporate purposes that do not increase Pubco’s operating results or enhance the value of shares of Pubco Class A Stock.

SilverBox Shareholders will experience dilution due to the issuance of shares of Pubco Common Stock, and securities exercisable for or convertible into shares of Pubco Common Stock, to the Parataxis securityholders as consideration in the Business Combination.

Based on Parataxis’ and SilverBox’s current capitalization, SilverBox anticipates the total maximum number of shares of Pubco Common Stock outstanding or issuable immediately following the closing of the Business Combination will be approximately 34,098,723 shares (excluding shares of Pubco Common Stock subject to earnout restrictions as described below).

The Pubco Common Stock is expected to be comprised of:

(i) 5,305,000 shares of Pubco Common Stock issuable to the Sponsor (excluding the 150,000 Sponsor earnout shares);

(ii) 20,000,000 shares of Pubco Common Stock issuable to public shareholders and (iii) 14,030,000 shares issuable to Parataxis securityholders.

In addition, Parataxis securityholders will also receive or be eligible to receive, on a pro rata basis, up to an aggregate of 7,500,000 earnout securities upon achievement of the following share prices:

Two-Thirds (2/3) of the earnout shares will be released if the VWAP of the Pubco Class A Stock equals or exceeds $12.50 per share for any 20 trading days within any consecutive 30-trading day period during the earnout period and one-third (1/3) of the earnout shares will be released if the VWAP of the Pubco Class A Stock equals or exceeds $15.00 per share for any 20 trading days within any consecutive 30-trading day period during the earnout period.

All of the earnout shares will be accelerated and released if, during the earnout period, Pubco is subject to a change of control in which the implied consideration per share of Pubco Class A Stock equals or exceeds $12.50 per share.

The Sponsor is also expected to hold 150,000 Sponsor earnout shares that will be subject to vesting.

The Sponsor earnout shares will vest along the same terms as the earnout shares.

If any of the public shares are redeemed in connection with the Business Combination, the percentage of outstanding SilverBox ordinary shares held by the public shareholders will decrease and the percentages of the outstanding Pubco Common Stock held immediately following the Business Combination by the Sponsor and the Parataxis securityholders will increase.

To the extent that any additional awards are issued under the proposed 2026 Equity Incentive Plan or proposed Employee Stock Purchase Plan, SilverBox’s existing shareholders may experience dilution.

Such dilution could, among other things, limit the ability of SilverBox’s current shareholders to influence Pubco’s management through the election of directors following the closing of the Business Combination.

There are risks to unaffiliated investors by taking Parataxis public through a merger rather than through an underwritten offering.

Unaffiliated investors are subject to certain risks as a result of Parataxis going public through a merger rather than through a traditional underwritten initial public offering.

Unlike a traditional underwritten initial public offering of Parataxis’ securities, the initial listing of Pubco’s securities as a result of the Business Combination will not benefit from the following:

● the book-building process undertaken by underwriters that helps to inform efficient price discovery with respect to opening trades of newly listed securities;

● underwriter support to help stabilize, maintain or affect the public price of the new issue immediately after listing.

The lack of such a process in connection with the listing of Pubco’s securities could result in diminished investor demand, inefficiencies in pricing and a more volatile public price for Pubco’s securities during the period immediately following the listing than in connection with an underwritten initial public offering.

There may be significant redemptions by SilverBox’s public shareholders in connection with the Business Combination, which may leave the combined company under-capitalized.

As of December 31, 2025, there was approximately $213.3 million in the Trust Account.

There can be no assurances that we will be able to retain all of the cash in the Trust Account.

In particular, if a significant number of public shareholders exercise their redemption right in connection with the Business Combination, the amount of cash left remaining in the Trust Account upon consummation of the Business Combination will be lower than contemplated.

Any such shortfall will reduce the amount of available working capital for Pubco, which may materially and adversely affect Pubco’s business, financial condition and results of operations.

The fairness opinion obtained by the SilverBox board of directors from Newbridge will not reflect changes in circumstances subsequent to the date of Business Combination Agreement, or any amendments to the Business Combination Agreement, and was based on estimates and assumptions at the date of such opinion.

The SilverBox board of directors has obtained a fairness opinion, dated as of August 6, 2025, attached to our proxy statement/prospectus as Annex G (the “Fairness Opinion”), from Newbridge.

SilverBox has not obtained, and will not obtain, an updated opinion as of the date of this proxy statement/prospectus from Newbridge.

Changes in the operations and prospects of SilverBox or Parataxis, general market and economic conditions, cost and other estimates with respect to revenues and margins and other factors that may be beyond the control of SilverBox and Parataxis, and on which the Fairness Opinion was based, and may alter the value of Parataxis or the price of SilverBox ordinary shares or Parataxis’ securities by the time the Business Combination between SilverBox and Parataxis is completed.

Some of these factors may change from the date of the Fairness Opinion.

The Fairness Opinion does not speak to the time the Business Combination will be completed or to any other dates other than the date of the Fairness Opinion.

As a result, the Fairness Opinion will not address the fairness of the base purchase price, which excluded the Sponsor earnout shares, from a financial point of view, at the time the Business Combination is completed.

Pubco’s business and operations could be negatively affected if Pubco becomes subject to any securities litigation or stockholder activism, which could cause Pubco to incur significant expense, hinder execution of business and growth strategy and impact Pubco’s stock price.

In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been brought against that company.

Stockholder activism, which could take many forms or arise in a variety of situations, has been increasing recently.

Volatility in the stock price of the Pubco Common Stock or other reasons may in the future cause it to become the target of securities litigation or stockholder activism.

Securities litigation and stockholder activism, including potential proxy contests, could result in substantial costs and divert management’s and the Pubco Board’s attention and resources from our business, which may adversely affect our business, financial condition and results of operations.

Additionally, such securities litigation and stockholder activism could give rise to perceived uncertainties as to our future, adversely affect its relationships with service providers and make it more difficult to attract and retain qualified personnel.

Pubco may also be required to incur significant legal fees and other expenses related to any securities litigation and activist stockholder matters.

Further, Pubco’s stock price could be subject to significant fluctuation or otherwise be adversely affected by the events, risks and uncertainties of any securities litigation and stockholder activism.

Securities of companies formed through mergers such as the Business Combination may experience a material decline in price relative to the share price of the Public Shares prior to the business combination.

As with most SPACs’ initial public offerings in recent years, SilverBox issued shares as part of the units for $10.00 per unit upon the closing of the Initial Public Offering.

As with other SPACs, the $10.00 per share price of SilverBox reflected each share having a one-time right to redeem such share for a pro rata portion of the proceeds held in the Trust Account prior to the closing of the Business Combination.

Following the Initial Public Offering the proceeds held in the Trust Account were initially equal to approximately $10.05 per share, and as of December 31, 2025 were equal to approximately $10.58 per share.

Following the closing of the Business Combination, the shares outstanding will no longer have any such redemption right and will be solely dependent upon the fundamental value of the combined company, which, like the securities of other companies formed through SPAC mergers in recent years, may be significantly less than both the Redemption Price and the amount per share initially held in the Trust Account upon consummation of the Initial Public Offering.

Our public shareholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our initial business combination even though a majority of our public shareholders do not support such a combination .

We may choose not to hold a shareholder vote to approve our initial business combination unless the initial business combination would require shareholder approval under applicable Cayman Islands law or stock exchange listing requirements or if we decide to hold a shareholder vote for business or other legal reasons.

Except as required by law, the decision as to whether we will seek shareholder approval of a proposed initial business combination or will allow shareholders to sell their shares to us in 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 otherwise require us to seek shareholder approval.

Accordingly, we may complete our initial business combination even if holders of a majority of our public shares do not approve of the initial business combination we complete.

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.

In recent months, the market for directors and officers liability insurance for SPACs has changed in ways adverse to us and our management team.

Fewer insurance companies are offering quotes for directors and officers liability coverage, the premiums charged for such policies have generally increased and the terms of such policies have generally become less favorable.

These trends may continue into the future.

The increased cost and decreased availability of directors and officers liability insurance could make it more difficult and more expensive for us to negotiate an initial business combination.

In order to obtain directors and officers liability insurance or modify its coverage as a result of becoming a public company, the post-business combination entity might need to incur greater expense, accept less favorable terms or both.

However, any failure to obtain adequate directors and officers liability insurance could have an adverse impact on the post-business combination’s ability to attract and retain qualified officers and directors.

In addition, even after we were to complete an initial business combination, our directors and officers could still be subject to potential liability from claims arising from conduct alleged to have occurred prior to the initial business combination.

As a result, in order to protect our directors and officers, the post-business combination entity may need to purchase additional insurance with respect to any such claims (“run- off insurance”).

The need for run-off insurance would be an added expense for the post-business combination entity, and could interfere with or frustrate our ability to consummate an initial business combination on terms favorable to our investors.

We may engage one or more of our underwriters or one of their respective affiliates from the Initial Public Offering to provide additional services to us, which may include acting as M&A advisor in connection with an initial business combination or as placement agent in connection with a related financing transaction.

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In that case, investors may be forced to wait beyond such time from the closing of our initial public offering, before the redemption proceeds of our trust account become available to them, and they receive the return of their pro rata portion of the proceeds from our trust account.

We have no obligation to return funds to investors prior to the date of our redemption or liquidation unless, prior thereto, we consummate our initial business combination or amend certain provisions of our amended and restated memorandum and articles of association, and only then in cases where investors have sought to redeem their Class A ordinary shares.

Only upon our redemption or any liquidation will public

shareholders be entitled to distributions if we do not complete our initial business combination and do not amend certain provisions of our amended and restated memorandum and articles of association.

We have no obligation to return funds to investors prior to the date of our redemption or liquidation unless, prior thereto, we consummate our initial business

combination or amend certain provisions of our amended and restated memorandum and articles of association, and only then in cases where investors have sought to redeem their Class A ordinary shares.

Only upon our redemption or any liquidation will public shareholders be entitled to distributions if we do not complete our initial business combination and do not amend certain provisions of our amended and restated memorandum and articles of association.

Our amended and restated memorandum and articles of association provides that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law.

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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 1A. Risk Factors