CAPNR

You should consider carefully all of the risks described below, together with the other information contained in this Annual Report on Form 10-K, before making a decision to invest in our securities.
Additionally, if we consummate our initial business combination with Mango Financial Group Limited, we will be subject to the risks facing such company, which risks are described in detail in the Form F-4.
As an entity incorporated as a Cayman Islands exempted company, the 1% excise tax is not expected to apply to redemptions of our ordinary shares, including redemptions related to extension votes, in a business combination in which we remain a Cayman Islands exempted company or otherwise (absent any regulations and other additional guidance that may be issued in the future with retroactive effect).
However, in connection with an initial business combination involving a company organized under the laws of the United States, it is possible that we domesticate and continue as a U.S. corporation prior to certain redemptions and, because our securities are trading on Nasdaq, it is possible that we will be subject to the excise tax with respect to any subsequent redemptions, including redemptions related to extension votes or in connection with the initial business combination, that are treated as repurchases for this purpose (other than, pursuant to recently issued guidance from the U.S.
The imposition of the excise tax as a result of redemptions in connection with the initial business combination could, however, reduce the cash contribution to the target business in connection with our initial business combination, which could cause the other shareholders of the combined company to economically bear the impact of such excise tax.
There can be no assurance that these trends will not continue or return.
Any potential target business with which we enter into negotiations concerning a business combination will be aware that we must complete our initial business combination by no later than March 23, 2027.
Our amended and restated memorandum and articles of association provides that we must complete our initial business combination by no later than March 23, 2027.
Our Public Shareholders will be entitled to receive funds from the Trust Account only upon the earliest to occur of: (i) our completion of an initial business combination, and then only in connection with those Public Shares that such shareholder properly elected to redeem, subject to the limitations described in our prospectus filed in connection with our Initial Public Offering, (ii) the redemption of any Public Shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our Public Shares if we do not complete our initial business combination by the required deadline or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity and (iii) the redemption of our Public Shares if we are unable to complete an initial business combination by the required deadline, subject to applicable law and as further described herein.
In addition, if we are unable to complete an initial business combination by the required deadline for any reason, compliance with Cayman Islands law may require that we submit a plan of dissolution to our then-existing shareholders for approval prior to the distribution of the proceeds held in our Trust Account.
In that case, Public Shareholders may be forced to wait beyond the required deadline before they receive funds from our Trust Account.
If the net proceeds of our Initial Public Offering and the sale of the Private Placement Units not being held in the Trust Account are insufficient to allow us to operate at least until by March 23, 2027 (assuming our board extends the time to complete a business combination as further described herein), we may be unable to complete our initial business combination, in which case our Public Shareholders may only receive $10.00 per share, or less than such amount in certain circumstances, and our Rights will expire worthless.
We believe that the funds available to us outside of the Trust Account will be sufficient to allow us to operate until March 23, 2027 (assuming our board extends the time to complete a business combination); however, we cannot assure you that our estimate is accurate.
Our amended and restated memorandum and articles of association does not provide a specified maximum redemption threshold.
Because we only have until March 23, 2027 (assuming our board extends the period of time to consummate a business combination) to complete our initial business combination, our failure to obtain any required approvals within the requisite time period may prevent us from completing the transaction and require us to liquidate.
However, our executive officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association to (A) modify the substance or timing of our obligation to provide for the redemption of our Public Shares in connection with an initial business combination or to redeem 100% of our Public Shares if we do not complete our initial business combination by March 23, 2027 or (B) with respect to any other material provision relating to shareholders’ rights or pre-initial business combination activity, unless we provide our Public Shareholders with the opportunity to redeem their Ordinary Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding Public Shares.
Since the approval process may take a period longer than we expect before we consummate a definitive agreement with a target company, we may be unable to complete a business combination by March 23, 2027.
As a result, we may be unable to complete a business combination.
As a result, we may be unable to complete an initial business combination.
The Trust Account is intended as a holding place for funds pending the earliest to occur of: (i) the completion of our primary business objective, which is a business combination; (ii) the redemption of any Public Shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association to modify (A) the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our Public Shares if we do not complete our initial business combination within the required time period or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity; or (iii) absent a business combination, our return of the funds held in the Trust Account to our Public Shareholders as part of our redemption of the Public Shares.
As indicated above, we have until March 23, 2027 to consummate an initial business combination (assuming our board extends the time to consummate such a transaction as described herein).
Section 404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with this Annual Report.

Gone since FY2024

You should consider carefully all of the risks described below, together with the other information contained in this Annual Report on Form 10-K, the prospectus associated with our Initial Public Offering and the registration statement of which such prospectus forms a part before making a decision to invest in our securities.
Furthermore, we will only redeem our Public Shares so long as (after such redemption) our net tangible assets will be at least $5,000,001 either immediately prior to or upon consummation of our initial business combination (so that we are not subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination.
Consequently, if accepting all properly submitted redemption requests would cause our net tangible assets to be less than $5,000,001 either immediately prior to or upon completion of our initial business combination or such greater amount necessary to satisfy a closing condition, each as described above, we would not proceed with such redemption and the related business combination and may instead search for an alternate business combination.
As an entity incorporated as a Cayman Islands exempted company, the 1% excise tax is not expected to apply to redemptions of our Ordinary Shares (absent any regulations and other additional guidance that may be issued in the future with retroactive effect).
However, in connection with an initial business combination involving a company organized under the laws of the United States, it is possible that we domesticate and continue as a U.S. corporation prior to certain redemptions and, because our securities are trading on Nasdaq, it is possible that we will be subject to the excise tax with respect to any subsequent redemptions, including redemptions in connection with the initial business combination, that are treated as repurchases for this purpose (other than, pursuant to recently issued guidance from the U.S.
The imposition of the excise tax as a result of redemptions in connection with the initial business combination or in connection with any extension of time to consummate an initial business combination could, however, reduce the amount of cash available to pay redemptions or reduce the cash contribution to the target business in connection with our initial business combination, which could cause the other shareholders of the combined company to economically bear the impact of such excise tax.
There can be no assurance that these trends will not continue.
Our Sponsors have the right to extend the term we have to consummate our initial business combination to up to 18 months from the closing of our Initial Public Offering without providing our shareholders with a corresponding redemption right.
We have until September 23, 2025 to consummate an initial business combination.
However, if we anticipate that we may not be able to consummate our initial business combination within the prescribed date, we may, by resolution of our board of directors, if requested by our Sponsors, extend the period of time we will have to consummate an initial business combination three times for up to an additional three months each until June 23, 2026 (for a total of up to 21 months from the date of the closing of our Initial Public Offering).
Pursuant to the terms of our amended and restated memorandum and articles of association and the trust agreement entered into between us and Continental Stock Transfer & Trust Company on September 19, 2024 filed in connection with our Initial Public Offering, in order for the time available for us to consummate our initial business combination to be extended, our Sponsors or their affiliates or designees, upon five days’ advance notice prior to the deadline, must deposit into the Trust Account $600,000 ($0.10 per share) for the extension, on or prior to the date of the applicable deadline.
Our Public Shareholders will not be entitled to vote or redeem their shares in connection with any such extension.
Any potential target business with which we enter into negotiations concerning a business combination will be aware that we must complete our initial business combination by September 23, 2025, or if we decide to extend the period of time to consummate our initial business combination in full, June 23, 2026.
Our amended and restated memorandum and articles of association provides that we must complete our initial business combination by September 23, 2025, or we may, but are not obligated to, extend the period of time to consummate our initial business combination until June 23, 2026.
Our Public Shareholders will be entitled to receive funds from the Trust Account only upon the earliest to occur of: (i) our completion of an initial business combination, and then only in connection with those Public Shares that such shareholder properly elected to redeem, subject to the limitations described in our prospectus filed in connection with our Initial Public Offering, (ii) the redemption of any Public Shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our Public Shares if we do not complete our initial business combination by September 23, 2025, or if we decide to extend the period of time to consummate our initial business combination in full, by June 23, 2026 or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity and (iii) the redemption of our Public Shares if we are unable to complete an initial business combination by September 23, 2025, or if we decide to extend the period of time to consummate our initial business combination in full, by June 23, 2026, subject to applicable law and as further described herein.
In addition, if we are unable to complete an initial business combination by September 23, 2025, or if we decide to extend the period of time to consummate our initial business combination in full, by June 23, 2026 for any reason, compliance with Cayman Islands law may require that we submit a plan of dissolution to our then-existing shareholders for approval prior to the distribution of the proceeds held in our Trust Account.
In that case, Public Shareholders may be forced to wait beyond September 23, 2025, or if we decide to extend the period of time to consummate our initial business combination in full, beyond June 23, 2026 before they receive funds from our Trust Account.
If the net proceeds of our Initial Public Offering and the sale of the Private Placement Units not being held in the Trust Account are insufficient to allow us to operate at least until by September 23, 2025 (or June 23, 2026 if we extend the time to complete a business combination as further described herein), we may be unable to complete our initial business combination, in which case our Public Shareholders may only receive $10.00 per share, or less than such amount in certain circumstances, and our Rights will expire worthless.
We believe that the funds available to us outside of the Trust Account will be sufficient to allow us to operate until September 23, 2025, or if we decide to extend the period of time to consummate our initial business combination in full, June 23, 2026; however, we cannot assure you that our estimate is accurate.
Our amended and restated memorandum and articles of association does not provide a specified maximum redemption threshold, except that we will only redeem our Public Shares so long as (after such redemption) our net tangible assets will be at least $5,000,001 either immediately prior to or upon consummation of our initial business combination (such that we are not subject to the SEC’s “penny stock” rules).
Because we only have until September 23, 2025 (or June 23, 2026 if we extend the period of time to consummate a business combination) to complete our initial business combination, our failure to obtain any required approvals within the requisite time period may prevent us from completing the transaction and require us to liquidate.
However, our executive officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association to (A) modify the substance or timing of our obligation to provide for the redemption of our Public Shares in connection with an initial business combination or to redeem 100% of our Public Shares if we do not complete our initial business combination by September 23, 2025, or if we decide to extend the period of time to consummate our initial business combination in full, June 23, 2026 or (B) with respect to any other material provision relating to shareholders’ rights or pre-initial business combination activity, unless we provide our Public Shareholders with the opportunity to redeem their Ordinary Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding Public Shares.
Since our initial business combination period is within 12 months from the closing of our Initial Public Offering, or if we decide to extend the period of time to consummate our initial business combination, within 18 months from the closing of our Initial Public Offering, and the approval process may take a period longer than we expect before we enter into a definitive agreement with a target company, we may be unable to complete a business combination by September 23, 2025, or if we decide to extend the period of time to consummate our initial business combination, June 23, 2026.
If obtained, since our initial business combination period is 15 months from the closing of our Initial Public Offering, or if we decide to extend the period of time to consummate our initial business combination, 18 months from the closing of our Initial Public Offering, and the approval process may take a period longer than we expect before we enter into a definitive agreement with a target company, we may be unable to complete a business combination by September 23, 2025, or if we decide to extend the period of time to consummate our initial business combination, June 23, 2026.
If obtained, since our initial business combination period is 12 months from the closing of our Initial Public Offering, or if we decide to extend the period of time to consummate our initial business combination, 18 months from the closing of our Initial Public Offering, and the approval process may take a period longer than we expect before we enter into a definitive agreement with a target company, we may be unable to complete an initial business combination by September 23, 2025, or if we decide to extend the period of time to consummate our initial business combination, June 23, 2026.
The Trust Account is intended as a holding place for funds pending the earliest to occur of: (i) the completion of our primary business objective, which is a business combination; (ii) the redemption of any Public Shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association to modify (A) the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our Public Shares if we do not complete our initial business combination by September 23, 2025, or if we decide to extend the period of time to consummate our initial business combination in full, June 23, 2026 or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity; or (iii) absent a business combination, our return of the funds held in the Trust Account to our Public Shareholders as part of our redemption of the Public Shares.
As indicated above, we have until September 23, 2025 (or June 23, 2026 if the time period has been extended as described herein in full) to consummate an initial business combination.
Section 404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with our Annual Report on Form 10-K for the year ending December 31, 2025.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

Watch CAPNR. Know when insiders buy.

One email the day a filing lands. Free.