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 is a partial
list of material risks, uncertainties and other factors that could have a material effect on us and our operations:
● we
are a blank check company and an early stage company with no revenue or basis to evaluate our ability to select a suitable business target;
● we
may not be able to select an appropriate target business or businesses and complete our initial Business Combination within the Combination
Period;
● our
expectations around the performance of a prospective target business or businesses may not be realized;
● we
may not be successful in retaining or recruiting required officers, key employees or directors following our initial Business Combination;
● our
officers and directors may have difficulties allocating their time between our Company and other businesses and may potentially have
conflicts of interest with our business or in approving our initial Business Combination;
● we
may not be able to obtain additional financing to complete our initial Business Combination or reduce the number of shareholders requesting
redemption;
● we
may issue our shares to investors in connection with our initial Business Combination at a price that is less than the prevailing market
price of our shares at that time;
● our
shareholders may not be given the opportunity to choose the initial business target or to vote on the initial Business Combination;
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● Trust
Account funds may not be protected against third party claims or bankruptcy;
● an
active market for our public securities may not develop and our shareholders will have limited liquidity and trading;
● our
financial performance following a Business Combination with an entity may be negatively affected by their lack of an established
record of revenue, cash flows and experienced management;
● there
may be more competition to find an attractive target for an initial Business Combination, which could increase the costs associated with
completing our initial Business Combination and may result in our inability to find a suitable target;
● 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 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 our underwriters or one of their respective affiliates to provide additional services to us after the Initial
Public Offering, which may include acting as a financial advisor in connection with an initial Business Combination or as placement agent
in connection with a related financing transaction. Our underwriters are entitled to receive deferred underwriting commissions that will
be released from the Trust Account only upon completion of an initial Business Combination. These financial incentives may cause them
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;
● since
our Initial Shareholders 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
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;
● 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 $10.00 per Public Share;
● resources
could be wasted in researching acquisitions 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 approximately $10.00 per Public Share, 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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● we
may not be able to complete an initial Business Combination with certain potential target companies if a proposed transaction with the
target company may be subject to review or approval by regulatory authorities pursuant to certain U.S. or foreign laws or regulations,
including the Committee on Foreign Investment in the United States (“CFIUS”). While our sponsor is a limited liability company
formed in Delaware and is not controlled by, nor does it have substantial ties with, a non-U.S. person, investments that result in “control”
of a U.S. business by a foreign person are always subject to CFIUS jurisdiction.
● 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;
● market
conditions, economic uncertainty or downturns could adversely affect our business, financial condition, operating results and our ability
to consummate a Business Combination;
● 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 prospects
● military
or other conflicts in Ukraine, the Middle East or elsewhere 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;
● if
our initial Business Combination involves a company organized under the laws of a state of the United States, it is possible the Excise
Tax will be imposed on us in connection with redemptions of our Ordinary Shares after or in connection with such initial Business Combination;
● cyber incidents or attacks
directed at us or third parties could result in information theft, data corruption, operational disruption and/or financial loss;
● changes
in laws or regulations, 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;
● 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;
● 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 of such transfer, we could receive less interest on the funds held in the Trust Account than the interest
we would have received pursuant to our original Trust Account investments, which could reduce the dollar amount our Public Shareholders
would receive upon any redemption or our liquidation; and
● we
may seek to extend the Combination Period, which could have a material adverse effect on the amount held in our Trust Account and other
adverse effects on our Company.
For additional risks relating
to our operations, other than as set forth above, see the section titled “Risk Factors” contained in our (i) IPO Registration
Statement and (ii) 2024 First Quarter Form 10-Q. Any of these factors could result in a significant or material adverse effect on our
results of operations or financial condition. Additional risks could arise that may also affect our business or 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.
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