ADDED
As of February 5, 2026, there were 29,475,000 Class A Ordinary Shares, par value $0.0001 per share, and 7,187,500 Class B Ordinary Shares, par value $0.0001 per share, of the registrant issued and outstanding.
Form 10-K Summary 50 SIGNATURES i CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Report (as defined below), including, without limitation, statements under Part II, Item 7.
These forward-looking statements can be identified by the use of forward-looking terminology, including the words believe, estimate, anticipate, expect, intend, plan, may, will, potential, project, predict, continue, should, could or would or, in each case, their negative or other variations or comparable terminology.
domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023 as provided for by the Inflation Reduction Act of 2022; FASB are to the Financial Accounting Standards Board; First PlusAI Merger Agreement Amendment are to Amendment No.
Securities and Exchange Commission; SEC Clawback Rule are to Rule 10D-1 under the Exchange Act; Second PlusAI Merger Agreement Amendment are to Amendment No.
Overview We are a blank check company incorporated on December 18, 2023 as a Cayman Islands exempted company and formed for the purpose of effecting a Business Combination with one or more businesses or entities.
We may pursue an initial Business Combination in any business or industry.
To date, our efforts have been limited to (i) organizational activities, (ii) activities related to our Initial Public Offering, and (iii) searching for and consummating a Business Combination, including the PlusAI Business Combination (as described below).
We have generated no operating revenues to date, and we do not expect that we will generate operating revenues until we consummate our initial Business Combination.
Initial Public Offering Our IPO Registration Statement became effective on May 1, 2024.
REMOVED
As of March 28 , 2025, there were 29,475,000 Class A Ordinary Shares, par value $0.0001 per share, and 7,187,500 Class B Ordinary Shares, par value $0.0001 per share, of the registrant issued and outstanding.
These forward-looking statements can be identified by the use of forward-looking terminology, including the words believes, estimates, anticipates, expects, intends, plans, may, will, potential, projects, predicts, continue, or should, or, in each case, their negative or other variations or comparable terminology.
In addition, the SEC s adopting release provided guidance describing circumstances in which a SPAC could become subject to regulation under the Investment Company Act (as defined below), including its duration, asset composition, business purpose, and the activities of the SPAC and its management team.
The 2024 SPAC Rules may materially affect our ability to negotiate and complete our initial Business Combination and may increase the costs and time related thereto.
Overview We are a blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.
We have not selected any Business Combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any Business Combination target.
We may pursue an initial Business Combination in any business or industry but expect to focus on a target in an industry where we believe our Management Team and founder s expertise will provide us with a competitive advantage.
Our founder, Michael Klein, is also the founder and managing partner of M.
Klein and Company is a global strategic advisory firm that provides its clients with a variety of advice tailored to their objectives.
Klein is a strategic advisor to global companies, boards of directors, senior executives, governments, and institutional investors.