Item 3. Legal Proceedings
ITEM 3. LEGAL PROCEEDINGS
On January 4, 2024, the Company and Bengochea
Capital LLC (“BC” and, together with the Company, “IHAC”), an entity affiliated with the Company’s Chief
Executive Officer and the Company’s sponsor, Bengochea SPAC Sponsors I LLC (together with BC, the “Sponsor-Affiliated Entities”),
initiated a lawsuit (the “lawsuit”) against Omnia Global a/k/a Omnia Schweiz GmbH, Daniel Hansen, Mette Abel Hansen, and
James Mair Findlay (collectively, “Omnia”) by filing a complaint in the U.S. District Court for the Southern District of
New York, Case No. 1:24-cv-00048.
IHAC and Omnia have agreed to an amicable resolution
of the lawsuit on mutually acceptable terms and without admission of fault by any party.
IHAC and Omnia entered into a confidential Settlement
Agreement with respect to the lawsuit in which they, among other things, mutually released claims against each other. As a result of
the settlement, on March 11, 2024, IHAC filed a Notice of Voluntary Dismissal with respect to the lawsuit.
The Company (which was not party to the original
agreement with Omnia), the Company’s sponsor, and BC are in the process of determining how the settlement proceeds are to be allocated.
Other than the above-mentioned
(and now settled) lawsuit against Omnia, there is no material litigation, arbitration or governmental proceeding currently pending against
us or any members of our management team in their capacity as such, and we and the members of our management team have not been subject
to any such proceeding in the 12 months preceding the date of this Annual Report.
ITEM 4. MINE SAFETY DISCLOSURES
Not Applicable.
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