CSTUF

Company History On November 23, 2020, one of our officers purchased an aggregate of 8,625,000 founder shares for an aggregate purchase price of $25,000, or approximately $0.003 per share (the “founder shares”).
The number of founder shares issued was determined based on the expectation that the founder shares would represent 20% of the issued and outstanding ordinary shares upon completion of the IPO.
Those units not separated continue to trade on the OTCID Basic Market under the symbol “CSTUF” and the Constellation Class A ordinary shares and public warrants that were separated trade under the symbols “CSTAF” and “CSTWF”, also on the OTCID Basic Market.
On January 27, 2023, we held an extraordinary general meeting of shareholders (the “2023 Shareholder Meeting”) to amend the Company’s amended and restated memorandum and articles of association to extend the date by which the Company has to consummate a Business Combination from January 29, 2023 to April 29, 2023 and to allow the Company, without another shareholder vote, to elect to extend such date on a monthly basis for up to nine times by an additional one month each time by resolution of the Company’s board of directors (the “Board” or the “board of directors”) if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until January 29, 2024, or a total of up to twelve months, unless the closing of the Business Combination shall have occurred prior to such date.
The shareholders of the Company approved the proposal at the 2023 Shareholder Meeting, and on January 31, 2023 the Company filed the 2023 Articles Amendment with the Registrar of Companies of the Cayman Islands.
In connection with the 2023 Shareholder Meeting, the holders of 26,506,157 Class A ordinary shares properly exercised their right to redeem such shares for a price of approximately $10.167 per share, for an aggregate redemption amount of approximately $269,485,746.
On January 29, 2024, the Company held an extraordinary general meeting of shareholders (the “2024 Shareholder Meeting”) (A) to amend, by way of special resolution, the Company’s amended and restated memorandum and articles of association to extend the Termination Date from January 29, 2024 to February 29, 2024 and to allow the Company, without another shareholder vote, to elect to extend such date on a monthly basis for up to eleven times by an additional one month each time, by resolution of the directors, if requested by the Sponsor, and upon five days’ advance notice prior to the Termination Date, until January 29, 2025, or a total of up to twelve months, unless the closing of a Business Combination shall have occurred prior thereto; and (B) to amend, by way of special resolution, the Company’s amended and restated memorandum and articles of association to eliminate from the amended and restated memorandum and articles of association the limitation that the Company may not redeem Class A ordinary shares to the extent that such redemption would result in the Company having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended), of less than $5,000,001 (the “Redemption Limitation”) in order to allow the Company to redeem Public Shares irrespective of whether such redemption would exceed the Redemption Limitation.
The shareholders of the Company approved both proposals at the 2024 Shareholder Meeting and, on January 30, 2024, the Company filed an amendment to the amended and restated memorandum and articles of association to effectuate the foregoing with the Registrar of Companies of the Cayman Islands.
In connection with that vote to approve the 2024 Extension Amendment Proposal and the 2024 Redemption Limitation Amendment Proposal Shareholder Meeting, the holders of 2,126,159 Class A ordinary shares properly exercised their right to redeem their shares for an aggregate price of approximately $11.13 per share, for an aggregate redemption amount of approximately $23,671,533.
On January 30, 2024, the Sponsor converted 7,600,000 Class B ordinary shares into Class A ordinary shares on a one-for-one basis.
The Sponsor waived any right to receive funds from the Company’s Trust Account with respect to the Class A ordinary shares received upon such conversion and acknowledged that such shares will be subject to all of the restrictions applicable to the original Class B ordinary shares under the terms of the letter agreement.
On January 27, 2025, the Company held an extraordinary general meeting of shareholders (the “2025 Shareholder Meeting”) (A) to amend, by way of special resolution, the Company’s amended and restated memorandum and articles of association to extend the Termination Date from January 29, 2025 to February 28, 2025 and to allow the Company, without another shareholder vote, to elect to extend such date on a monthly basis for up to eleven times by an additional one month each time, by resolution of the Company’s board of directors, if requested by the Sponsor, and upon five days’ advance notice prior to the Termination Date, until January 29, 2026, or a total of up to twelve months, unless the closing of a business combination shall have occurred prior thereto; (B) to amend, by way of special resolution, the amended and restated memorandum and articles of association to permit for the issuance of Class A ordinary shares to holders of the Company’s Class B ordinary shares, upon the exercise of the right of a holder of the Class B ordinary shares to convert such holder’s Class B ordinary shares into Class A ordinary shares on a one-for-one basis at any time and from time to time prior to the closing of an initial business combination at the election of the holder.
The shareholders of the Company approved both proposals at the 2025 Shareholder Meeting and, on January 28, 2025, the Company filed an amendment to the amended and restated memorandum and articles of association to effectuate the foregoing with the Registrar of Companies of the Cayman Islands.
In connection with the 2025 Shareholder Meeting, the holders of 2,303,382 Class A ordinary shares properly exercised their right to redeem their shares for a price of approximately $11.91 per share, for an aggregate redemption amount of approximately $27,428,399.
After the satisfaction of such redemptions and receipt of the initial deposit of $5,000 to the Trust Account, the balance in the Trust Account was approximately $778,970.65.
On January 27, 2026, the Company held an extraordinary general meeting of shareholders (the “2026 Shareholder Meeting”) to amend, by way of special resolution, the Company’s amended and restated memorandum and articles of association to extend the Termination Date from January 29, 2026 to February 28, 2026 and to allow the Company, without another shareholder vote, to elect to extend such date on a monthly basis for up to eleven times by an additional one month each time, by resolution of the Company’s board of directors, if requested by the Sponsor, and upon five days’ advance notice prior to the Termination Date, until January 29, 2027, or a total of up to twelve months, unless the closing of a Business Combination shall have occurred prior thereto.
The shareholders of the Company approved the proposal at the 2026 Shareholder Meeting and, on January 28, 2026, the Company filed an amendment to the amended and restated memorandum and articles of association to effectuate the foregoing with the Registrar of Companies of the Cayman Islands.
In connection with the 2026 Shareholder Meeting, the holders of 17,773 Class A ordinary shares properly exercised their right to redeem their shares for a price of approximately $13.39 per share, for an aggregate redemption amount of approximately $238,039.
After the satisfaction of such redemptions and receipt of the initial deposit of $5,000 to the Trust Account, the balance in the Trust Account was approximately $628,176.
Following such redemptions, there were 7,646,529 Class A ordinary shares outstanding, of which 46,529 are held by public shareholders.
On January 16, 2024, Constellation voluntarily delisted its Class A ordinary shares, Warrants, and Units (together with the ordinary shares and the Warrants, the “Securities”), from the New York Stock Exchange and began trading its Securities on the over-the-counter market.
The Class A ordinary shares are currently quoted on the OTCID under the trading symbol “CSTAF,” the Warrants are currently quoted on OTCID under the trading symbol “CSTWF”, and the Units are currently quoted on the OTCID under the trading symbol “CSTUF”.
Proposed Business Combination The HiTech Business Combination On April 9, 2026, the Company, US Elemental Inc., a Delaware corporation (“PubCo”), CAC Merger Sub I LLC, a Delaware limited liability company and a direct wholly owned subsidiary of PubCo (“Merger Sub 1”), USE Merger Sub 2 Inc., a Nevada corporation (“Merger Sub 2”), and HiTech Minerals Inc., a Nevada corporation (“HiTech”), entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”).
The Business Combination Agreement provides for, among other things, the consummation of the following transactions (the transactions contemplated by the Business Combination Agreement, collectively, the “HiTech Business Combination”): (i) The Company and HiTech will each merge with a subsidiary of PubCo and, in connection therewith, each issued and outstanding ordinary share will automatically be cancelled and exchanged for one newly issued share of common stock, par value $0.0001 per share, of PubCo (the “PubCo Common Shares”) and each Warrant will be automatically assumed and converted into a warrant to purchase one PubCo Common Share; (ii) Intercompany amounts or obligations funded by Jindalee Lithium Limited, HiTech’s parent (“Jindalee”), as a loan to HiTech, (a) existing as of September 3, 2025 will be settled at the closing of the HiTech Business Combination (the “Closing”) through the issuance of PubCo Loan Warrants, with the number of PubCo Loan Warrants equal to (y) the principal amount outstanding under the applicable Existing Jindalee Intercompany Amounts divided by (z) $1.50 and (b) incurred after that date and prior to the Closing in order to finance ordinary course operations of HiTech or HiTech Transaction Expenses will, at Jindalee’s election prior to the Initial Merger Effective Time, either be settled in cash or converted into PubCo Common Shares at a 15% discount to the IPO Price per Share (iii) (a) Existing Sponsor Loans will be converted at the Initial Closing, into PubCo Loan Warrants, with the number of PubCo Loan Warrants equal to (y) the principal amount outstanding under the applicable Sponsor Loans divided by (z) $1.50, (b) Continuing Sponsor Loans used to finance SPAC Transaction Expenses or Other Transaction Expenses that are due and payable prior to the Acquisition Closing will be repaid in cash at the Acquisition Closing, and (c) Continuing Sponsor Non-Transaction Loans used other than to finance SPAC Transaction Expenses or Other Transaction Expenses will be converted into PubCo Loan Warrants at the Initial Closing, with the number of PubCo Loan Warrants equal to (y) the principal amount outstanding under the applicable Sponsor Loans divided by (z) $1.50, immediately prior to the Initial Merger Effective Time; (iv) the shares of Preferred Stock (as defined below) will be cancelled and exchanged for Preferred Stock of PubCo.
The HiTech Business Combination is expected to close in the second half of 2026, following the receipt of the required approval by the Company’s and HiTech’s shareholders and the fulfillment of other customary closing conditions.
Consideration Under the terms of the Business Combination Agreement, the aggregate consideration in the HiTech Business Combination is derived from an equity value of $500 million.
Sponsor Support Agreement Concurrently with the execution of the Business Combination Agreement, Sponsor, the Company and HiTech entered into a sponsor support agreement (the “Sponsor Support Agreement”), pursuant to which, among other things, and subject to the terms and conditions set forth therein, Sponsor agrees (i) to vote all ordinary shares held by them in favor of the HiTech Business Combination and the Transaction Proposals, (ii) to waive the anti-dilution rights of the CSTA Class B ordinary shares under the SPAC Charter, (iii) to forfeit a specified amount of ordinary shares when and if required in accordance with the express terms thereof, (iv) to appear at the extraordinary general meeting of the Company’s shareholders in person or by proxy for purposes of counting towards a quorum, (v) to vote all ordinary shares against any proposals that would in any material respect impede the HiTech Business Combination or any other Transaction Proposal, (vi) not to redeem any ordinary shares, (vii) not to transfer any ordinary shares, other than as permitted therein, (viii) to the fullest extent permitted by law, waive any rights of dissent pursuant to section 238 of the Cayman Act in respect to all ordinary shares with respect to the Initial Merger, to the extent applicable, and (ix) to agree to a lock-up of its PubCo Common Shares during the respective periods as set forth therein.
Parent Transaction Support Agreement Concurrently with the execution of the Business Combination Agreement, the Company and Jindalee entered into a transaction support agreement (the “Parent Transaction Support Agreement”), pursuant to which, among other things, and subject to the terms and conditions set forth therein, Jindalee agreed (i) to execute and deliver to the Company, HiTech and PubCo a written consent in its capacity as the sole voting shareholder of HiTech casting a vote to approve the HiTech Business Combination promptly following receipt of the Required Parent Shareholder Approval, (ii) to hold a meeting of its shareholders for the purposes of obtaining the necessary consent for the Company to consummate the HiTech Business Combination and to solicit the vote necessary to obtain the Required Parent Shareholder Approval and agree to such other actions with respect to the meeting of the Jindalee shareholders (the “Jindalee Shareholders’ Meeting”) as set forth therein, (iii) to agree to a lock-up of its PubCo Common Shares during the respective periods as set forth therein, (iv) not to transfer any HiTech Shares, and (v) to unconditionally and irrevocably waive the dissenters’ rights pursuant to the Nevada Revised Corporations Act of the State of Nevada in respect to all Company Shares with respect to the Acquisition Merger, if applicable.
Parent Shareholder Voting Agreement Concurrently with the execution of the Business Combination Agreement, certain record and beneficial owners of issued and outstanding ordinary shares of Jindalee (the “Supportive Parent Shareholders”) entered into a transaction support agreement (collectively, the “Parent Shareholder Voting Agreement”) with Jindalee, pursuant to which among other things and subject to the terms and conditions set forth therein, each Supportive Parent Shareholder agrees (i) to appear at the Jindalee Shareholders’ Meeting in person, by proxy or power of attorney for purposes of counting towards a quorum, (ii) to vote, or cause to be voted, all Jindalee shares held or controlled by such Supportive Parent Shareholder in favor of the Company’s consummation of the HiTech Business Combination and against any proposals that would in any material respect impede the HiTech Business Combination or any other acquisition proposal by a third party, and (iii) prior to the Acquisition Closing, not to transfer any securities in Jindalee.
Class B Holder Support Agreement Concurrently with the execution of the Business Combination Agreement, the Company, certain holders of CSTA Class B ordinary shares (each as “Class B Holder” and, collectively, the “Class B Holders”) and HiTech entered into letter agreements (the “Class B Holder Support Agreements”), pursuant to which, among other things, each Class B Holder agreed to (i) vote in favor of each of the Transaction Proposals, including approval of the Business Combination Agreement and the transactions contemplated thereby, (ii) waive all anti-dilution protections with respect to the conversion of CSTA Class B ordinary shares into CSTA Class A ordinary shares, and (iii) refrain from transferring or encumbering their CSTA Class B ordinary shares (or after the Closing, PubCo Common Shares) until the earlier of (y) 12 months after the Closing or PubCo’s completion of a qualifying change-of-control transaction or (z) certain specific events, including the occurrence of PubCo’s share price reaching a specific threshold.
Convertible Preferred Share Purchase Agreement Concurrently with the execution of the Business Combination Agreement, on April 9, 2026, Endurance Antarctica Partners II, LLC (the “Purchaser”), an affiliate of Antarctica Capital and the Sponsor, entered into a securities purchase agreement with Jindalee and HiTech (the “Convertible Preferred SPA”), pursuant to which the Purchaser (A) purchased from HiTech 1,550 shares of 12.0% Series A Cumulative Convertible Preferred Stock (the “Preferred Stock”), having the rights and privileges set forth in the Certificate of Designation included as an exhibit to the Convertible Preferred SPA (the “Certificate of Designation”), for an aggregate purchase price of $1,550,000, and (B) committed to purchase $2,500,000 in newly issued equity or equity-linked securities of PubCo, on substantially the same terms as PIPE Financing Agreements to be executed in connection with the HiTech Business Combination, subject to certain terms and conditions, including that the “Minimum Cash Condition” in the Business Combination Agreement is satisfied and not waived (unless Purchaser consents to such waiver) at the time of the Closing.
Pursuant to the Convertible Preferred SPA, the Preferred Stock will automatically be cancelled and exchanged for Preferred Stock of PubCo at the time of the Closing, and PubCo will issue a number of warrants to Purchaser or its permitted transferees that is equal to the Accrued Value (as defined in the Certificate of Designation) divided by the Conversion Price (as defined in the Certificate of Designation), in each case, measured as of the date of Closing (the “PubCo Warrants”).
Such securities will be issued in a private placement pursuant to Section 4(a)(2) of the Securities Act.
The PubCo Common Shares issuable upon conversion of the Preferred Stock and exercise of the PubCo Warrants will be included as “Registrable Securities” under a Registration Rights Agreement to be entered into at the Closing.
If any securities are issued and sold in a PIPE in connection with the HiTech Business Combination with terms more favorable to the purchaser thereof than the terms set forth in the Convertible Preferred SPA applicable to Purchaser (including, without limitation, valuation, conversion price or mechanics, mandatory or optional redemption, discount, warrant coverage, liquidation preference, collateral, restrictive covenants, anti-dilution protection, or other economic or governance right), then the parties to the Convertible Preferred SPA have agreed, at the option of the Purchaser, to promptly amend any applicable documents to extend such more favorable term or terms to the Purchaser.
In connection with such purchase of Preferred Stock, Jindalee and Purchaser executed a Parent Guarantee, dated as of April 9, 2026, pursuant to which Jindalee agreed to guarantee HiTech’s payment obligation in connection with the mandatory redemption of the Preferred Stock and any Accrued Value if the Business Combination Agreement is terminated.
The Preferred Stock will vote together with the PubCo Common Shares after the Closing and shall rank senior to all existing and future classes of equity securities with respect to dividend and liquidation rights.
The Preferred Stock will accrue dividends daily at the rate of (a) if paid in kind, 12.0% per annum of the original issue price, plus the amount of previously accrued dividends paid in kind, or (b) if paid in cash, 10.0% per annum of the original issue price, plus the amount of previously accrued dividends.
Upon the occurrence and during the continuation of any Event of Default (as defined in the Certificate of Designation), the dividend rate shall automatically increase to 15.0% until such Event of Default is cured or waived.
The initial conversion price for the Preferred Stock will be $1,000.00 per share, subject to customary anti-dilution adjustments.

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Gone since FY2024

Company History On November 23, 2020, one of our officers purchased an aggregate of 8,625,000 founder shares for an aggregate purchase price of $25,000, or approximately $0.003 per share (“founder shares”).
The number of founder shares issued was determined based on the expectation that the founder shares would represent 63.3% of the issued and outstanding ordinary shares upon completion of the IPO.
Those units not separated continue to trade on the OTCQX® Best Market under the symbol “CSTUF” and the Constellation Class A ordinary shares and public warrants that were separated trade under the symbols “CSTAF” and “CSTWF,” on the OTCQX® Best Market and the OTCQB® Venture Market, respectively.
On January 27, 2023, we held an extraordinary general meeting of shareholders (the “2023 Shareholder Meeting”) to amend the Company’s amended and restated memorandum and articles of association (the “2023 Articles Amendment”) to extend the date (the “2023 Termination Date”) by which the Company has to consummate a Business Combination from January 29, 2023 (the “2023 Termination Date”) to April 29, 2023 (the “2023 Articles Extension Date”) and to allow the Company, without another shareholder vote, to elect to extend the 2023 Termination Date to consummate a Business Combination on a monthly basis for up to nine times by an additional one month each time after the 2023 Articles Extension Date, by resolution of the Company’s board of directors (the “board” or the “board of directors”) if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until January 29, 2024, or a total of up to twelve months after the 2023 Termination Date, unless the closing of the Company’s Business Combination shall have occurred prior to such date (the “2023 Extension Amendment Proposal”).
The shareholders of the Company approved the 2023 Extension Amendment Proposal at the 2023 Shareholder Meeting and on January 31, 2023, the Company filed the 2023 Articles Amendment with the Registrar of Companies of the Cayman Islands.
In connection with the vote at the 2023 Shareholder Meeting, the holders of 26,506,157 Class A ordinary shares of the Company properly exercised their right to redeem their shares for an aggregate price of approximately $10.167 per share, for an aggregate redemption amount of approximately $269,485,746.
The board approved the voluntary delisting of its Class A ordinary shares, warrants and units from The New York Stock Exchange, and on January 16, 2024, the Company began trading its Class A ordinary shares and units on OTCQX® Best Market under the symbols “CSTAF” and “CSTUF,” respectively, and its warrants on the OTCQB® Venture Market under the symbol “CSTWF.” On January 29, 2024, the Company held an extraordinary general meeting of shareholders (the “2024 Shareholder Meeting”) (A) to amend, by way of special resolution, the Company’s amended and restated memorandum and articles of association (the “2024 Articles Amendment”) to extend the Termination Date by which the Company has to consummate a Business Combination from January 29, 2024 (the “Original Termination Date”) to February 29, 2024 (the “2024 Articles Extension Date”) and to allow the Company, without another shareholder vote, to elect to extend the Termination Date to consummate a Business Combination on a monthly basis for up to eleven times by an additional one month each time after the 2024 Articles Extension Date, by resolution of the directors, if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until January 29, 2025, or a total of up to twelve months after the Original Termination Date, unless the closing of a Business Combination shall have occurred prior thereto (the “2024 Extension Amendment Proposal”); and (B) to amend, by way of special resolution, the Company’s amended and restated memorandum and articles of association to eliminate from the amended and restated memorandum and articles of association the limitation that the Company may not redeem Class A ordinary shares to the extent that such redemption would result in the Company having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended), of less than $5,000,001 (the “Redemption Limitation”) in order to allow the Company to redeem Public Shares irrespective of whether such redemption would exceed the Redemption Limitation (such proposal the “2024 Redemption Limitation Amendment Proposal”).
The shareholders of the Company approved the 2024 Extension Amendment Proposal and the 2024 Redemption Limitation Amendment Proposal at the 2024 Shareholder Meeting and on January 30, 2024, the Company filed the 2024 Articles Amendment with the Registrar of Companies of the Cayman Islands.
In connection with that vote to approve the 2024 Extension Amendment Proposal and the 2024 Redemption Limitation Amendment Proposal, the holders of 2,126,159 Class A ordinary shares properly exercised their right to redeem their shares for an aggregate price of approximately $11.13 per share, for an aggregate redemption amount of $23,671,533.
After the satisfaction of such redemptions, the balance in our Trust Account was $26,415,545.
On January 30, 2024, the Sponsor converted an aggregate of 7,600,000 Class B ordinary shares into Public Shares on a one-for-one basis.
The Sponsor waived any right to receive funds from the Company’s Trust Account with respect to the Public Shares received upon such conversion and acknowledged that such shares will be subject to all of the restrictions applicable to the original Class B ordinary shares under the terms of the letter agreement.
As of the date of this Annual Report, there are 7,664,302 Class A ordinary shares outstanding.
On January 27, 2025, the Company held an extraordinary general meeting of shareholders (the “2025 Shareholder Meeting”) (A) to amend, by way of special resolution, the Company’s amended and restated memorandum and articles of association (the “2025 Articles Amendment”) to extend the date by which the Company has to consummate a business combination from January 29, 2025 (the “2025 Termination Date”) to February 28, 2025 and to allow the Company, without another shareholder vote, to elect to extend the Termination Date to consummate a business combination on a monthly basis for up to eleven times by an additional one month each time after the 2025 Articles Extension Date, by resolution of the Company’s board of directors, if requested by Constellation Sponsor LP, a Delaware limited partnership (the “Sponsor”), and upon five days’ advance notice prior to the applicable Termination Date, until January 29, 2026, or a total of up to twelve months after the Original Termination Date, unless the closing of a business combination shall have occurred prior thereto (the “2025 Extension Amendment Proposal”); (B) to amend, by way of special resolution, the Company’s Memorandum and Articles of Association to permit for the issuance of Class A ordinary shares to holders of the Company’s Class B ordinary shares, upon the exercise of the right of a holder of the Class B ordinary shares to convert such holder’s Class B ordinary shares into Class A ordinary shares on a one-for-one basis at any time and from time to time prior to the closing of an initial business combination at the election of the holder (the “Founder Share Amendment,” and such proposal the “Founder Share Amendment Proposal”).The shareholders of the Company approved the 2025 Extension Amendment Proposal and the Founder Share Amendment Proposal at the 2025 Shareholder Meeting and on January 28, 2025, the Company filed the 2025 Articles Amendment with the Registrar of Companies of the Cayman Islands.
In connection with the vote to approve the 2025 Extension Amendment Proposal and the Founder Share Amendment Proposal, the holders of 2,303,382 Class A ordinary shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $11.91 per share, for an aggregate redemption amount of approximately $27,428,399.
After the satisfaction of such redemptions and receipt of the initial deposit of $5,000 to the Trust Account, the balance in the Trust Account was approximately $778,970.65 and there are 7,664,302 Class A ordinary shares outstanding, of which 64,302 Class A ordinary shares are held by the Company’s public shareholders.
However, if required under applicable law, any proxy statement that we deliver to shareholders and file with the U.S.
Securities and Exchange Commission (the “SEC”) in connection with a proposed transaction will include such opinion.
Members of our board directly or indirectly own founder shares and private placement warrants following the IPO and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our Business Combination.
Corporate Information Our executive offices are located at 200 Park Avenue, 32 nd Floor New York, NY, 10166.
Our website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this proxy statement/prospectus or the registration statement of which this proxy statement/prospectus is a part.
Effecting Our Business Combination General We intend to effectuate our Business Combination using cash from the proceeds of the IPO, the sale of the private placements warrants, our equity, debt or a combination of these as the consideration to be paid in our Business Combination.
We have not selected any Business Combination target.
Accordingly, there is no current basis for investors to evaluate the possible merits or risks of the target business with which we may ultimately complete our Business Combination.
On January 27, 2023, we held the 2023 Shareholder Meeting to, in part, amend our amended and restated memorandum and articles of association to extend the date by which we have to consummate a Business Combination.
In connection with that vote, the holders of 26,506,157 Class A ordinary shares properly exercised their right to redeem their shares for an aggregate price of approximately $10.167 per share, for an aggregate redemption amount of approximately $269,485,746.
On January 29, 2024, we held the 2024 Shareholder Meeting to, in part, amend our amended and restated memorandum and articles of association to extend the date by which we have to consummate a Business Combination.
In connection with that vote, the holders of 2,126,159 Class A ordinary shares properly exercised their right to redeem their shares for an aggregate price of approximately $11.13 per share, for an aggregate redemption amount of approximately $23,671,533.
On January 27, 2025, we held the 2025 Shareholder Meeting to, in part, amend our amended and restated memorandum and articles of association to extend the date by which we have to consummate a Business Combination.
In connection with that vote, the holders of 2,303,382 Class A ordinary shares properly exercised their right to redeem their shares for an aggregate price of approximately $11.91 per share, for an aggregate redemption amount of approximately $27,428,399.
After the satisfaction of such redemptions, the balance in our Trust Account was approximately $778,970.65.
Business-Conflicts of Interest.” Evaluation of a Target Business and Structuring of Our Business Combination In evaluating a prospective target business, we expect to conduct a thorough due diligence review which may encompass, among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities, market analysis, as well as a review of financial, operational, legal and other information which will be made available to us.
If we determine to move forward with a particular target, we will proceed to structure and negotiate the terms of the Business Combination transaction.
The time required to identify and evaluate a target business and to structure and complete our Business Combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty.
Limited Ability to Evaluate the Target’s Management Team Although we intend to closely scrutinize the management of a prospective target business when evaluating the desirability of effecting our Business Combination with that business, our assessment of the target business’s management may not prove to be correct.
Permitted Purchase and Other Transactions with Respect to Our Securities If we seek shareholder approval of our Business Combination and we do not conduct redemptions in connection with our Business Combination pursuant to the tender offer rules, our Sponsor, directors, executive officers, advisors or their affiliates may purchase public shares or warrants in privately negotiated transactions or in the open market either prior to or following the completion of our Business Combination.
Limitations on Redemptions OTCQX® Best Market and OTCQB® Venture Market rules require that the Company cannot select any of its securities traded on OTCQX® Best Market or OTCQB® Venture Market for redemption other than by lot or pro rata and the Company cannot set a redemption date earlier than fifteen days after the date a corporate action is taken to authorize such redemption.
On January 29, 2024, our shareholders removed, by way of special resolution, from our amended and restated memorandum and articles of association the Redemption Limitation in order to allow us to redeem our public shares irrespective of whether such redemption would exceed the Redemption Limitation.
Asset acquisitions and share purchases would not typically require shareholder approval while direct mergers with our company and any transactions where we issue more than 20% of our issued and outstanding ordinary shares or seek to amend our amended and restated memorandum and articles of association would typically require shareholder approval.
The requirement that we provide our public shareholders with the opportunity to redeem their public shares by one of the two methods listed above will be contained in provisions of our amended and restated memorandum and articles of association and will apply whether or not we maintain our registration under the Exchange Act or our listing on the OTC.

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