ADDED
As of March 24, 2026, there were 23,760,000 Class A Ordinary Shares, par value $0.0001 per share, and 5,750,000 Class B Ordinary Shares, par value $0.0001 per share, of the registrant issued and outstanding.
53 SIGNATURES 55 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.
Brown, collectively; WCL Promissory Notes are to three separate unsecured promissory notes issued to the WCL Payees, in total principal amounts of $720,000, $300,000 and $480,000, respectively, in connection with Working Capital Loans (as defined below) from the WCL Payees, collectively; and Working Capital Loans are to funds that, in order to provide working capital or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of our directors and officers may, but are not obligated to, loan us.
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.
Initial Public Offering Our IPO Registration Statement became effective on September 5, 2024.
The Private Placement Units (and underlying securities) are identical to the Public Units (and underlying securities), except as otherwise disclosed in the IPO Registration Statement.
(Bill) Sandbrook, our Executive Chairman, and (ii) William M.
We must complete our initial Business Combination by (x) September 9, 2026, the end of our Combination Period, which is 24-months from the closing of our Initial Public Offering, (y) such earlier liquidation date as our Board may approve or (z) such later date as our shareholders may approve pursuant to the Amended and Restated Articles..
If our initial Business Combination is not consummated by the end of our Combination Period, our existence will terminate, and we will distribute all amounts in the Trust Account, as described elsewhere in this Report.
REMOVED
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.
The registrant s Units begin trading on The Nasdaq Stock Market LLC on September 6, 2024 and the registrant s Class A Ordinary Shares and Warrants began trading on The Nasdaq Stock Market LLC on October 28, 2024.
Accordingly, there was no market value for the registrant s public securities as of the last business day of the second fiscal quarter of 2024.
The aggregate market value of the registrant s outstanding Class A Ordinary Shares, other than shares held by persons who may be deemed affiliates of the registrant, computed by reference to the closing price for the Class A Ordinary Shares on December 31, 2024, as reported on The Nasdaq Stock Market LLC, was $ 229,885,000 .
As of March 25, 2025, there were 23,760,000 Class A Ordinary Shares, par value $0.0001 per share, and 5,750,000 Class B Ordinary Shares, par value $0.0001 per share, of the registrant issued and outstanding.
38 SIGNATURES 40 i CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Report (as defined below), including, without limitation, statements under Item 7.
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.
ii Additionally, in 2024, the SEC (as defined below) adopted additional rules and regulations relating to SPACs (as defined below).
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.