ADDED
As of February 19, 2026, there were 12,650,000 Class A Ordinary Shares, par value $ 0.0001 per share, and 4,628,674 Class B Ordinary Shares, par value $ 0.0001 per share, of the registrant issued and outstanding.
67 SIGNATURES 70 2 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.
1 to the Business Combination Agreement, dated as of January 13, 2026, which we entered into with (i) Boost Run and (ii) Pubco; Boost Run Registration Statement are to the Registration Statement on Form S-4, which includes a proxy statement/prospectus, in connection with the Boost Run Business Combination, and which was initially filed by Pubco and Boost Run with the SEC on January 13, 2026, as amended from time to time (File No.
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 Boost Run Business Combination (as described below).
Initial Public Offering Our IPO Registration Statement became effective on November 7, 2024.
Simultaneously with the closing of the Initial Public Offering and pursuant to the Private Placement Warrants Purchase Agreements, we completed the private sale of an aggregate of 5,145,722 Private Placement Warrants to our Sponsor, BTIG and Craig-Hallum, at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to our Company of $5,145,722.
The Private Placement Warrants are identical to the Public Warrants, except as otherwise disclosed in the IPO Registration Statement.
We must complete our initial Business Combination by (i) November 12, 2026, the end of our Combination Period, which is 24 months from the closing of our Initial Public Offering, (ii) such earlier liquidation date as our Board may approve or (iii) 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
The registrant s Units begin trading on The Nasdaq Stock Market LLC on November 8, 2024 and the registrant s Class A Ordinary Shares and Redeemable Warrants began trading on The Nasdaq Stock Market LLC on December 30, 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 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 $ 125,107,235 .
As of March 27, 2025, there were 12,650,000 Class A Ordinary Shares, par value $ 0.0001 per share, and 4,628,674 Class B Ordinary Shares, par value $ 0.0001 per share, of the registrant issued and outstanding.
43 SIGNATURES 45 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.
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.
Unless otherwise stated in this Report, or the context otherwise requires, references to: 2024 SPAC Rules are to the rules and regulations for SPACs adopted by the SEC on January 24, 2024, which became effective on July 1, 2024; Administrative Services Agreement are to the Administrative Services Agreement, dated November 7, 2024, which we entered into with an affiliate of our Sponsor, for office space, utilities and secretarial and administrative support; Advisor is to Lorne Weil, our advisor.