ADDED
As of March 26, 2026, there were 28,750,000 Class A ordinary shares, par value $0.0001 per share, and 7,187,500 Class B ordinary shares, par value $0.0001 per share, issued and outstanding.
Additional Disclosures Our Acquisition Process We have not yet definitively selected any business combination target and we have not yet entered into a definitive agreement for our initial business combination.
Summary of Risks Factors Our business faces significant risks and uncertainties.
If any of the following risks are realized, our business, financial condition and results of operations could be materially and adversely affected.
You should carefully review and consider the full discussion of our risk factors in the section titled Risk Factors in Part I, Item 1A of this Annual Report.
Our initial business combination will require approval of each of our Co-Chairmen, a majority of our board of directors, as well as a majority of our independent directors.
Any due diligence in connection with an initial business combination may not reveal all relevant considerations or liabilities of a target business, which could have a material adverse effect on our business, financial condition, results of operations and prospects.
We may reincorporate in another jurisdiction in connection with our initial business combination and such reincorporation may result in taxes imposed on shareholders or warrant holders.
Failure to maintain our status as tax resident solely in the Cayman Islands could adversely affect our financial and operating results.
Our intention is that prior to our initial Business Combination we should be resident solely in the Cayman Islands.
REMOVED
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.
The registrant s Units begin trading on The Nasdaq Stock Market LLC on May 9, 2024 and the registrant s Class A ordinary shares and public warrants began trading on The Nasdaq Stock Market LLC on July 1, 2024.
The aggregate market value of the outstanding Units, other than Units held by persons who may be deemed affiliates of the registrant, computed by reference to the closing price for the Units on June 28, 2024, the last business day of the registrant s most recently completed second fiscal quarter, as reported on The Nasdaq Stock Market LLC was $ 288,362,500 .
As of March 28, 2025, there were 28,750,000 Class A ordinary shares, par value $0.0001 per share, and 7,187,500 Class B ordinary shares, par value $0.0001 per share, issued and outstanding.
Additional Disclosures Our Acquisition Process 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.
Nevertheless, the non-managing HoldCo investors interests in the founder shares owned by them indirectly through their membership interests in Sponsor Holdco may provide them with an incentive to vote any Public Shares they own in favor of a business combination, and make a substantial profit on such interests, even if the business combination is with a target that ultimately declines in value and is not profitable for other public shareholders.
12 Additionally, since the start of the Trump Administration in 2025, U.S.
Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by pandemics, epidemics, public health crises and other events beyond our control impacting debt and equity markets.
The COVID-19 pandemic affected, and other events (such as terrorist attacks, natural disasters, global hostilities or a significant outbreak of other infectious diseases) could adversely affect, economies and financial markets worldwide, business operations and the conduct of commerce generally and could have a material adverse effect on the business of any potential target business with which we complete a business combination.
Furthermore, we may be unable to complete a business combination if concerns relating to COVID-19 or other events restrict travel, limit the ability to have meetings with potential investors or the target company s personnel, vendors and services providers are unavailable to negotiate and consummate a transaction in a timely manner or even to conduct requisite due diligence.