FACTU

Summary of Risk Factors ● We may not be able to complete the proposed Business Combination with PAD.
If we are unable to do so, we will incur substantial costs associated with withdrawing from the transaction and may not be able to find additional sources of financing to cover those costs. ● If the proposed Business Combination with PAD fails, it may be difficult to complete a business combination with a new prospective target business, negotiate and agree to a new business combination, and/or arrange for new sources of financing by the end of any Extension Period, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate ● Our public shareholders may not be afforded an opportunity to vote on our proposed business combination, which means we may complete our initial business combination even though a majority of our public shareholders do not support such a combination. ● We have no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective. ● Your only opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise of your right to redeem your shares from us for cash, unless we seek shareholder approval of such business combination. ● If we seek shareholder approval of our initial business combination, our sponsor, initial shareholders, directors and officers have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote. ● The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target. ● The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares and the amount of deferred underwriting commissions may not allow us to complete the most desirable business combination or optimize our capital structure, and may substantially dilute your investment in us. ● We may not be able to complete our initial business combination within the prescribed time frame or during any Extension Period, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public shareholders may receive only $10.05 per share, or less than such amount in certain circumstances, and our warrants will expire worthless. ● Our directors, officers, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests. ● Holders of our founder shares will control the appointment of our board of directors until consummation of our initial business combination and will hold a substantial interest in us.
Risks Relating to our Search for, Consummation of, or Inability to Consummate, a Business Combination and Post-Business Combination Risks We may not be able to complete the proposed Business Combination with PAD.
If we are unable to do so, we will incur substantial costs associated with withdrawing from the transaction and may not be able to find additional sources of financing to cover those costs.
In connection with the Business Combination Agreement, we have incurred substantial costs researching, planning and negotiating the transaction.
These costs include, but are not limited to, costs associated with exploring potential sources of financing, costs associated with employing and retaining third-party advisors who performed the financial, auditing and legal services required to complete the transaction, and the expenses generated by our sponsor and officers in connection with the proposed Business Combination.
If the transactions contemplated by the Business Combination Agreement fail to close, we may be responsible for certain of these costs without any source of revenue with which to pay them.
We may need to obtain additional sources of financing in order to meet our obligations, which we may not be able to secure on the same terms as our existing financing or at all.
If we are unable to secure new sources of financing and do not have sufficient funds to meet our obligations, we will be forced to cease operations and liquidate the trust account.
If the proposed Business Combination with PAD is not consummated, it may be not be possible to complete a business combination with a new prospective target business, negotiate and agree to a new business combination, and/or arrange for new sources of financing within 24 months from the closing of our initial public offering or during any Extension Period, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate If the proposed Business Combination with PAD is not consummated, we may not be able to identify, research, negotiate and agree to terms with, and/or arrange for new sources of financing for a business combination with, a new prospective target business within 24 months from the closing of our initial public offering or during any Extension Period, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate.
Our public shareholders may not be afforded an opportunity to vote on our proposed business combination, which means we may complete our initial business combination even though a majority of our public shareholders do not support such a combination.
While we expect to hold a shareholder vote to approve our proposed Business Combination with PAD, if the Business Combination is not consummated and we seek to effectuate a business combination with another target business, our board of directors may complete such business combination without seeking shareholder approval, and then public shareholders may not have the right or opportunity to vote on the business combination, unless we seek such shareholder approval.
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 within 24 months from the closing of our initial public offering or during any Extension Period.
For example, without limitation, geopolitical instability emanating from the ongoing conflict between Russia and the Ukraine as well as the conflicts in the Middle East, could limit our ability to complete our initial business combination, including as a result of increased market volatility, decreased market liquidity and third-party financing being unavailable on terms acceptable to us or at all.
If we are unable to complete an initial business combination within the 24-month period, we may seek an amendment to our amended and restated memorandum and articles of association to extend the period of time we have to complete an initial business combination beyond 24 months from the closing of our initial public offering.
Our amended and restated memorandum and articles of association would require at least a special resolution of our shareholders as a matter of Cayman Islands law, meaning that such an amendment must be approved by holders of at least two-thirds of our ordinary shares who, being entitled to do so, attend (in person or by proxy) and vote at a shareholder meeting of the company, or by way of a unanimous written member resolution.
If we seek shareholder approval to extend the 24-month period in which to complete an initial business combination to a later date, we will offer our public shareholders the right to have their public ordinary shares redeemed for a pro rata share of the aggregate amount then on deposit in the trust account, as described in greater detail in the IPO Prospectus.
If we have not completed our initial business combination within such 24-month period or during any Extension Period, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of permitted withdrawals), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
For example, the United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from, without limitation, the ongoing Russia-Ukraine conflict and conflicts in the Middle East.
The invasion of Ukraine by Russia and the conflicts in the Middle East and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies.
Military or other conflicts in Ukraine, the Middle East or elsewhere, and instability in Venezuela, may lead to increased volume and price volatility for publicly traded securities, or affect the operations or financial condition of potential target companies, which could make it more difficult for us to consummate an initial business combination.
Military or other conflicts in Ukraine, the Middle East or elsewhere, and instability in Venezuela, may lead to increased volume and price volatility for publicly traded securities, or affect the operations or financial condition of potential target companies, and to other company or industry-specific, national, regional or international economic disruptions and economic uncertainty, any of which could make it more difficult for us to identify a business combination target and consummate an initial business combination on acceptable commercial terms, or at all.
Ongoing inflation in the United States and elsewhere could make it more difficult for us to consummate a business combination.
Ongoing inflation in the United Stated and elsewhere may be leading to increased price volatility in publicly traded securities, including ours, and may lead to other national, regional and international economic disruptions, any of which could make it more difficult for us to consummate a business combination.
With respect to any action taken by the board of managers without a meeting, such action requires the written consent of all the managers.
Wagman individually or together control our sponsor.
If the funds not being held in the trust account are insufficient to allow us to operate for at least the 24 months following the closing of our initial public offering or during any Extension Period, we may be unable to complete our initial business combination.
The funds available to us outside of the trust account may not be sufficient to allow us to operate for at least the 24 months following the closing of our initial public offering or during any Extension Period, assuming that our initial business combination is not completed during that time.
We believe that the funds available to us outside of the trust account, will be sufficient to allow us to operate for at least the 24 months from the closing of our initial public offering or during any Extension Period; however, we cannot assure you that our estimate is accurate.
To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer we hold investments in the trust account, we may, at any time (and will no later than 24 months from the closing of our initial public offering) instruct the trustee to liquidate the investments held in the trust account and instead to hold the funds in the trust account in cash or in an interest bearing demand deposit account.
If the proposed Business Combination is not consummated, we may consider a business combination outside of our management’s areas of expertise if a business combination candidate is presented to us and we determine that such candidate offers an attractive business combination opportunity for our company.
While we have obtained a fairness opinion with respect to the proposed Business Combination with PAD, if the transaction is not consummated and we seek to effectuate a business combination with another target and if no opinion is obtained in connection therewith, our shareholders will be relying on the judgment of our board of directors, who will determine fair market value based on standards generally accepted by the financial community.
Furthermore, we may fail to complete our initial business combination for any number of reasons including those beyond our control.
Our assessment of the capabilities of the target’s management, therefore, may prove to be incorrect and such management may lack the skills, qualifications or abilities we expected.
We may choose to incur substantial debt, in the form of notes, convertible bonds or other debt securities, to complete our initial business combination.
The gross proceeds from our initial public offering and the sale of the private placement units and restricted Class A shares provided us with $181,631,250 initially that we could use to complete our initial business combination (which includes $7,000,000 of deferred underwriting commissions being held in the trust account, and excludes offering expenses of $528,226).
If the proposed Business Combination is not consummated, we may effectuate our initial business combination with a single target business or multiple target businesses simultaneously or within a short period of time.
If the proposed Business Combination is not consummated, and we determine to simultaneously acquire several businesses that are owned by different sellers, we will need for each of such sellers to agree that our purchase of its business is contingent on the simultaneous closings of the other business combinations, which may make it more difficult for us, and delay our ability, to complete our initial business combination.
In pursuing our acquisition strategy, we may seek to effectuate our initial business combination with a privately held company, such as PAD.
Our public shareholders are 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 Class A ordinary shares that such shareholder properly elected to redeem, subject to the limitations described herein; (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 within 18 months from the closing of our initial public offering (or 24 months from the closing of our initial public offering if we have executed a definitive agreement for an initial business combination within 18 months from the closing of our initial public offering) 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 have not completed an initial business combination within 24 months from the closing of our initial public offering or during any Extension Period, subject to applicable law.

and 19 more.

Gone since FY2024

Summary of Risk Factors ● Our public shareholders may not be afforded an opportunity to vote on our proposed business combination, which means we may complete our initial business combination even though a majority of our public shareholders do not support such a combination. ● We have no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective. ● Your only opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise of your right to redeem your shares from us for cash, unless we seek shareholder approval of such business combination. ● If we seek shareholder approval of our initial business combination, our sponsor, initial shareholders, directors and officers have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote. ● The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target. ● The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares and the amount of deferred underwriting commissions may not allow us to complete the most desirable business combination or optimize our capital structure, and may substantially dilute your investment in us. ● We may not be able to complete our initial business combination within the prescribed time frame or during any Extension Period, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public shareholders may receive only $10.05 per share, or less than such amount in certain circumstances, and our warrants will expire worthless. ● Our directors, officers, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests. ● Holders of our founder shares will control the appointment of our board of directors until consummation of our initial business combination and will hold a substantial interest in us.
Risks Relating to our Search for, Consummation of, or Inability to Consummate, a Business Combination and Post-Business Combination Risks Our public shareholders may not be afforded an opportunity to vote on our proposed business combination, which means we may complete our initial business combination even though a majority of our public shareholders do not support such a combination.
Additionally, since our board of directors may complete a business combination without seeking shareholder approval, public shareholders may not have the right or opportunity to vote on the business combination, unless we seek such shareholder approval.
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 within 18 months from the closing of our initial public offering (or 24 months from the closing of our initial public if we have executed a definitive agreement for an initial business combination within 18 months from the closing of our initial public offering) or during any Extension Period.
For example, geopolitical instability emanating from the ongoing conflict between Russia and the Ukraine as well as the Israel-Hamas conflict in the Middle East, could limit our ability to complete our initial business combination, including as a result of increased market volatility, decreased market liquidity and third-party financing being unavailable on terms acceptable to us or at all.
If we are unable to complete an initial business combination within the 18-month period (or 24-month period if we have executed a definitive agreement for an initial business combination within 18 months from the closing of our initial public offering), we may seek an amendment to our amended and restated memorandum and articles of association to extend the period of time we have to complete an initial business combination beyond 18 months (or 24 months from the closing of our initial public offering if we have executed a definitive agreement for an initial business combination within 18 months from the closing of our initial public offering).
Our amended and restated memorandum and articles of association will require at least a special resolution of our shareholders as a matter of Cayman Islands law, meaning that such an amendment must be approved by holders of at least two-thirds of our ordinary shares who, being entitled to do so, attend (in person or by proxy) and vote at a shareholder meeting of the company, or by way of a unanimous written member resolution.
If we seek shareholder approval to extend the initial 18-month period (or 24-month period if we have executed a definitive agreement for an initial business combination within 18 months from the closing of our initial public offering) in which to complete an initial business combination to a later date, we will offer our public shareholders the right to have their public ordinary shares redeemed for a pro rata share of the aggregate amount then on deposit in the trust account, as described in greater detail in the IPO Prospectus.
If we have not completed our initial business combination within such 18-month period (or 24-month period if we have executed a definitive agreement for an initial business combination within 18 months from the closing of our initial public offering) or during any Extension Period, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of permitted withdrawals), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
For example, the United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the Israel-Hamas conflict.
The invasion of Ukraine by Russia and the Israel-Hamas conflict and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies.
Military or other conflicts in Ukraine, the Middle East or elsewhere may lead to increased volume and price volatility for publicly traded securities, or affect the operations or financial condition of potential target companies, which could make it more difficult for us to consummate an initial business combination.
Military or other conflicts in Ukraine, the Middle East or elsewhere may lead to increased volume and price volatility for publicly traded securities, or affect the operations or financial condition of potential target companies, and to other company or industry-specific, national, regional or international economic disruptions and economic uncertainty, any of which could make it more difficult for us to identify a business combination target and consummate an initial business combination on acceptable commercial terms, or at all.
Recent increases in inflation in the United States and elsewhere could make it more difficult for us to consummate a business combination.
Recent increases in inflation in the United Stated and elsewhere may be leading to increased price volatility in publicly traded securities, including ours, and may lead to other national, regional and international economic disruptions, any of which could make it more difficult for us to consummate a business combination.
With respect to any action taken by the board of manages without a meeting, such action requires the written consent of all the managers.
Wagman individually or collectively control our sponsor.
If the funds not being held in the trust account are insufficient to allow us to operate for at least the 18 months following the closing of our initial public offering (or 24 months following the closing of our initial public offering if we have executed a definitive agreement for an initial business combination within 18 months from the closing of our initial public offering) or during any Extension Period, we may be unable to complete our initial business combination.
The funds available to us outside of the trust account may not be sufficient to allow us to operate for at least the 18 months following the closing of our initial public offering (or 24 months following the closing of our initial public offering if we have executed a definitive agreement for an initial business combination within 18 months from the closing of our initial public offering) or during any Extension Period, assuming that our initial business combination is not completed during that time.
We believe that the funds available to us outside of the trust account, will be sufficient to allow us to operate for at least the 18 months following the closing of our initial public offering (or 24 months from the closing of our initial public offering if we have executed a definitive agreement for an initial business combination within 18 months from the closing of our initial public offering) or during any Extension Period; however, we cannot assure you that our estimate is accurate.
To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer we hold investments in the trust account, we may, at any time (and will no later than 18 months from the closing of our initial public offering (or 24 months from the closing of our initial public offering if we have executed a definitive agreement for an initial business combination within 18 months from the closing of our initial public offering)) instruct the trustee to liquidate the investments held in the trust account and instead to hold the funds in the trust account in cash or in an interest bearing demand deposit account.
While we may pursue an initial business combination opportunity in any industry or sector, we intend to capitalize on the ability of our management team to identify and acquire a business or businesses that can benefit from our management team’s established global relationships and operating experience.
Because we have not yet selected or approached any specific target business with respect to a business combination, there is no basis to evaluate the possible merits or risks of any particular target business’s operations, results of operations, cash flows, liquidity, financial condition or prospects.
We will consider a business combination outside of our management’s areas of expertise if a business combination candidate is presented to us and we determine that such candidate offers an attractive business combination opportunity for our company.
If no opinion is obtained, our shareholders will be relying on the judgment of our board of directors, who will determine fair market value based on standards generally accepted by the financial community.
Furthermore, if we reach an agreement relating to a specific target business, we may fail to complete our initial business combination for any number of reasons including those beyond our control.
Our assessment of the capabilities of the target’s management, therefore, may prove to be incorrect and such management may lack the skills, qualifications or abilities we suspected.
Although we have no commitments as of the date of this Annual Report to issue any notes or other debt securities, or to otherwise incur outstanding debt, we may choose to incur substantial debt to complete our initial business combination.
The gross proceeds from our initial public offering and the sale of the private placement units and restricted Class A shares provided us with $181,631,250 that we may use to complete our initial business combination (which includes $7,000,000 of deferred underwriting commissions being held in the trust account, and excludes offering expenses of $528,226).
We may effectuate our initial business combination with a single target business or multiple target businesses simultaneously or within a short period of time.
If we determine to simultaneously acquire several businesses that are owned by different sellers, we will need for each of such sellers to agree that our purchase of its business is contingent on the simultaneous closings of the other business combinations, which may make it more difficult for us, and delay our ability, to complete our initial business combination.
In pursuing our acquisition strategy, we may seek to effectuate our initial business combination with a privately held company.
Our public shareholders are 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 Class A ordinary shares that such shareholder properly elected to redeem, subject to the limitations described herein; (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 within 18 months from the closing of our initial public offering (or 24 months from the closing of our initial public offering if we have executed a definitive agreement for an initial business combination within 18 months from the closing of our initial public offering) 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 have not completed an initial business combination within 18 months from the closing of our initial public offering (or 24 months from the closing of our initial public offering if we have executed a definitive agreement for an initial business combination within 18 months from the closing of our initial public offering) or during any Extension Period, subject to applicable law.
If we have not completed our initial business combination within 18 months of the closing of our initial public offering (or 24 months from the closing of our initial public offering if we have executed a definitive agreement for an initial business combination within 18 months from the closing of our initial public offering) or during any Extension Period, our public shareholders may be forced to wait beyond such 18 months (or 24 months from the closing of our initial public offering if we have executed a definitive agreement for an initial business combination within 18 months from the closing of our initial public offering) or any such Extension Period before redemption from our trust account.
If we have not completed our initial business combination within 18 months from the closing of our initial public offering (or 24 months from the closing of our initial public offering if we have executed a definitive agreement for an initial business combination within 18 months from the closing of our initial public offering) or during any Extension Period, we will distribute the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of permitted withdrawals), pro rata to our public shareholders by way of redemption and cease all operations except for the purposes of winding up of our affairs, as further described herein.
If we are required to windup, liquidate the trust account and distribute such amount therein, pro rata, to our public shareholders, as part of any liquidation process, such winding up, liquidation and distribution must comply with the applicable provisions of the Companies Act.
In that case, investors may be forced to wait beyond the initial 18 months (or 24 months from the closing of our initial public offering if we have executed a definitive agreement for an initial business combination within 18 months from the closing of our initial public offering) or any Extension Period before the redemption proceeds of our trust account become available to them and they receive the return of their pro rata portion of the proceeds from our trust account.
As of the date of this Annual Report, there are 172,430,313 and 14,166,667 authorized but unissued Class A ordinary shares and Class B ordinary shares, respectively, available for issuance, which amount takes into account 325,000 restricted Class A shares (which would vest only upon the consummation of the initial business combination) and shares reserved for issuance upon exercise of outstanding warrants, but does not take into account the shares reserved for issuance upon conversion of the Class B ordinary shares.
As of the date of this Annual Report, there are preference shares issued and outstanding.
In light of the involvement of our sponsor, directors and officers with other entities, we may decide to acquire one or more businesses affiliated with Sponsor HoldCo, our sponsor, directors or officers.

and 10 more.

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.

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