As filed with the U.S. Securities and Exchange Commission on October 24, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 –––––––––––––––––––––––––––––––––––––––––––––––––– FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 –––––––––––––––––––––––––––––––––––––––––––––––––– PAN-AFRICA CORPORATION (Exact name of registrant as specified in its charter) –––––––––––––––––––––––––––––––––––––––––––––––––– (State or other jurisdiction of incorporati ...

Financial Performance - The company had a net loss of approximately $371,000 for the three months ended March 31, 2024, consisting of approximately $437,000 in general and administrative expenses, offset by a gain of approximately $96,000 from investments held in the trust account [128]. - For the three months ended March 31, 2023, the company reported a net income of approximately $2.8 million, primarily from a gain of approximately $3.1 million from investments held in the trust account, partially offset by general and administrative expenses of approximately $218,000 [129]. - The company incurred $30,000 in expenses for administrative services for both the three months ended March 31, 2024 and 2023 [135]. - Diluted net (loss) income per ordinary share for the three months ended March 31, 2024 and 2023 is the same as basic net (loss) income per share due to anti-dilutive effects of warrants [146]. Cash and Capital Structure - As of March 31, 2024, the company had approximately $41,000 in cash and a working capital deficit of approximately $978,000 [123]. - The company has the ability to borrow up to an aggregate of approximately $300,000 remaining under the 2022 Note [123]. - The company entered into a convertible promissory note with the Sponsor, allowing borrowing up to $1,500,000, with certain amounts convertible into Private Placement Warrants [125]. - As of March 31, 2024, approximately $1.2 million was outstanding under the 2022 Note, an increase from $899,000 as of December 31, 2023 [134]. Initial Public Offering (IPO) - The company has incurred offering costs of approximately $16.3 million related to its Initial Public Offering, including approximately $9.7 million for deferred underwriting commissions [114]. - The company raised gross proceeds of $276.0 million from its Initial Public Offering, which included the issuance of 3,600,000 Units due to the underwriters' full exercise of their over-allotment option [114]. - The company has broad discretion regarding the application of net proceeds from its Initial Public Offering and Private Placement, primarily intended for consummating a Business Combination [117]. Business Operations and Strategy - The company has not engaged in any operations or generated revenues to date, with activities focused on the search for a prospective initial Business Combination [127]. - The company must complete a Business Combination by November 22, 2024, or it will cease operations and redeem Public Shares [119]. Shareholder Information - The estimated fair value of 375,000 Founder Shares transferred to Non-Redeeming Shareholders was $363,750, approximately $0.97 per share, based on a 9.98% probability of a successful Business Combination [143]. - The estimated fair value of 160,479 Founder Shares transferred to Non-Redeeming Shareholders was $147,287, approximately $0.92 per share, based on an 8.93% probability of a successful Business Combination [144]. - The company has two classes of shares, Class A and Class B, with net (loss) income per ordinary share calculated by dividing net (loss) income by the weighted average shares outstanding [145]. Accounting and Compliance - The company adopted ASU 2016-13 on January 1, 2023, which did not have a material impact on its financial statements [148]. - The company is classified as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards [151]. - As of March 31, 2024, the company did not have any off-balance sheet arrangements [150]. - The company will recognize changes in the redemption value of Class A ordinary shares immediately as they occur, adjusting the carrying value to equal the redemption value at the end of each reporting period [142].

IPO and Shareholder Redemptions - The company completed its Initial Public Offering on November 22, 2021, raising gross proceeds of $276.0 million from the sale of 27,600,000 units at $10.00 per unit, with offering costs of approximately $16.3 million[11]. - Following the First Extension Meeting, holders of 26,015,981 Class A ordinary shares redeemed their shares for cash at a price of approximately $10.29 per share, totaling an aggregate redemption amount of approximately $267.8 million[17]. - After the Second Extension Meeting, holders of 928,553 Class A ordinary shares redeemed their shares for cash at a price of approximately $10.74 per share, resulting in an aggregate redemption amount of approximately $9.97 million[21]. - The trust account currently holds $7,145,918.79, with an anticipated redemption price of $10.00 per public share[87]. - If the cash consideration for redemptions exceeds available cash, the initial business combination will not be completed, and shares will be returned to holders[88]. - Public shareholders can redeem shares either through a general meeting or a tender offer, with the redemption offer remaining open for at least 20 business days[91]. - A public shareholder is restricted from redeeming more than 15% of the shares sold in the Initial Public Offering without prior consent, to prevent large block accumulations[99]. - The company has agreed that its initial shareholders will not receive liquidating distributions from the trust account if the initial business combination is not completed within the 18-month period[108]. - The company intends to return any certificates delivered by public shareholders who elected to redeem their shares if the proposed business combination is not approved[105]. - The company will require public shareholders to submit a written request for redemption two business days prior to the scheduled vote on the business combination[104]. - If the initial business combination is not completed within the required timeframe, public shareholders may only receive approximately $10.00 per share upon liquidation[132]. - If too many public shareholders exercise their redemption rights, the company may not meet closing conditions for a business combination, which could prevent the transaction from proceeding[159]. - The company has only 3,765,496 public shares outstanding as of April 4, 2024, following significant redemptions, which may affect its ability to complete a desirable business combination[152]. Business Combination Plans - The company has extended the Termination Date for business combinations from August 22, 2023, to February 22, 2024, with the possibility of monthly extensions[15][18]. - The company aims to focus on acquiring premium consumer-facing brands that resonate with millennial and Gen-Z consumers, emphasizing long-term growth prospects and sustainable operating margins[10][25]. - The initial business combination must involve a target business with a fair market value equal to at least 80% of the net assets held in the trust account[40]. - The company intends to structure the initial business combination to acquire 100% of the target business's equity interests or assets, but may acquire less than 100% under certain conditions[41]. - The company may pursue initial business combinations with affiliated companies, provided an independent opinion on fairness is obtained[45]. - The company anticipates that the target business will gain greater access to capital and management incentives once the business combination is completed[51]. - The company is focused on identifying businesses with strong fundamentals, including visible recurring revenues and scalable growth, to enhance shareholder value post-acquisition[34]. - The management team has developed a network of relationships with business leaders to identify brands with strong emotional connections to their customers, which can lead to high barriers to entry and robust recurring revenues[27]. - The company may seek to raise additional funds through private offerings of debt or equity securities to complete its initial business combination, especially if the cash portion of the purchase price exceeds the amounts available from the trust account[59]. - The company may engage finders to identify target businesses, with fees typically tied to the completion of a transaction[61]. - The company will conduct thorough due diligence on prospective target businesses, including meetings with management and reviews of financial information[66]. - The company may face conflicts of interest due to management's obligations to other entities, which could affect the pursuit of business combination opportunities[42]. - The company may not diversify its operations post-initial business combination, which could expose it to economic, competitive, and regulatory risks[68]. Financial Position and Concerns - The company has $7,145,918.79 available for a business combination as of April 4, 2024, providing options for liquidity events, capital for growth, or debt reduction[54]. - The company has not secured third-party financing for the initial business combination, which may affect its options[54]. - The company has expressed substantial doubt about its ability to continue as a going concern, indicating a need for additional funds to complete any business combination before the deadline[143]. - The company is dependent on the 2022 Note and may need to rely on loans from its sponsor or management team to fund operations and complete the initial business combination[192]. - The company has incurred significant costs in pursuit of its acquisition plans since the completion of its Initial Public Offering[190]. - The company may face challenges in raising additional financing from unaffiliated parties necessary to fund its expenses[190]. - The company is subject to various laws and regulations that may adversely affect its ability to negotiate and complete its initial business combination[207]. - The proceeds in the trust account may be reduced below $10.00 per share due to third-party claims against the company[195]. - The company currently has four executive officers and does not plan to hire full-time employees before the initial business combination[124]. - As of December 31, 2023, the company had approximately $0.03 million in cash and a working capital deficit of approximately $0.86 million[190]. Market Conditions and Competition - The company received notice from Nasdaq on July 5, 2023, for not maintaining a minimum Market Value of Listed Securities of $50,000,000, but resolved this by transferring its listing to The Nasdaq Capital Market[22]. - Recent geopolitical tensions, including the Russia-Ukraine conflict, have negatively impacted market conditions, which may hinder the company's ability to find suitable acquisition targets[140]. - The company may face intense competition from other entities seeking similar business objectives, which could limit its acquisition opportunities[122]. - The company has encountered intense competition from other entities, including private investors and other blank check companies, which may limit its ability to complete an initial business combination[186]. - The increased cost and decreased availability of directors and officers liability insurance could complicate the negotiation and completion of an initial business combination[184]. - The company may face challenges in finding attractive target businesses due to increased competition and market conditions, which could raise costs or delay transactions[181]. - Events outside the company's control, such as geopolitical tensions and economic uncertainty, could adversely affect its ability to consummate a business combination[166]. - The company is subject to new SEC rules that may increase costs and extend the time needed to complete the initial business combination[134]. - The SEC has adopted new rules related to certain activities of SPACs, which may increase costs and extend the time needed for initial business combinations[208]. - Compliance with the SPAC Final Rules may lead to earlier liquidation of funds in the trust account than initially planned[208]. - The new rules may constrain the circumstances under which the company could complete an initial business combination[208].

Financial Position - As of September 30, 2023, the company had approximately $12,000 in cash and a working capital deficit of approximately $391,000[116]. - The company has a convertible promissory note (the "2022 Note") allowing it to borrow up to $1,500,000 from the Sponsor, with approximately $774,000 outstanding as of September 30, 2023[118]. - The company incurred offering costs of approximately $16.3 million during its Initial Public Offering, including approximately $9.7 million for deferred underwriting commissions[110]. - As of September 30, 2023, the Company did not have any off-balance sheet arrangements[148]. Operational Performance - For the three months ended September 30, 2023, the company reported a net loss of approximately $55,000, with general and administrative expenses totaling approximately $246,000[122]. - The company has not engaged in any operations or generated any revenues to date, with all activities focused on preparation for the Initial Public Offering and searching for a prospective initial business combination[121]. - The company generated non-operating income from investment income in the trust account, which partially offset its general and administrative expenses[121]. - For the three months ended September 30, 2023, the Company incurred expenses of $25,000 under the Administrative Services Agreement, a decrease of 16.67% compared to $30,000 for the same period in 2022[132]. - For the nine months ended September 30, 2023, the Company incurred expenses of $85,000 under the Administrative Services Agreement, a decrease of 5.56% compared to $90,000 for the same period in 2022[132]. Business Combination and Future Plans - The company must complete a business combination before November 22, 2023, or it will cease operations and redeem public shares[115]. - The company has broad discretion regarding the application of net proceeds from its Initial Public Offering and Private Placement, primarily intended for consummating a business combination[113]. - The Company entered into Non-Redemption Agreements with ten unaffiliated third parties, resulting in a commitment not to redeem 1,500,000 ordinary shares, with an estimated fair value of $363,750 for the transferred 375,000 Founder Shares[141]. - The fair value of the Founder Shares was determined using a probability of a successful Business Combination of 9.98% and a volatility of 26.2%[141]. Financial Results - For the nine months ended September 30, 2023, the company achieved a net income of approximately $4.2 million, driven by a gain of approximately $5.2 million from investments held in the trust account[124]. - The company had a net income of approximately $964,000 for the three months ended September 30, 2022, primarily from a gain of approximately $1.2 million from investments held in the trust account[123]. Compliance and Controls - The Company adopted ASU 2016-13 on January 1, 2023, which did not have a material impact on its financial statements[145]. - The Company’s disclosure controls and procedures were evaluated as effective by the principal executive officers as of September 30, 2023[152]. - There were no changes in internal control over financial reporting that materially affected the Company during the reporting period[153]. - The Company complies with accounting and disclosure requirements of FASB ASC Topic 260 for net (loss) income per ordinary share calculations[143]. - Diluted net (loss) income per share is the same as basic net (loss) income per share for the three and nine months ended September 30, 2023, due to anti-dilutive effects of warrants[144].

Financial Position - As of June 30, 2023, the company had approximately $33,000 in cash and a working capital deficit of approximately $120,000[110]. - The company has a convertible promissory note (the "2022 Note") allowing it to borrow up to $1,500,000 from the Sponsor, with approximately $774,000 outstanding as of June 30, 2023[112]. - The company must complete a business combination by August 22, 2023, or it will cease operations and redeem public shares[109]. - As of June 30, 2023, the Company did not have any off-balance sheet arrangements[139]. Income and Revenue - For the three months ended June 30, 2023, the company reported a net income of approximately $1.5 million, driven by a gain of approximately $1.9 million from investments held in the trust account[116]. - For the six months ended June 30, 2023, the company achieved a net income of approximately $4.3 million, with a gain of approximately $5.0 million from investments held in the trust account[118]. - The company has not generated any operating revenues to date and does not expect to do so until after completing its initial business combination[115]. Expenses - The company incurred approximately $623,000 in general and administrative expenses for the six months ended June 30, 2023[118]. - The Company incurred expenses of $30,000 and $60,000 for the three and six months ended June 30, 2023, respectively, under the Administrative Services Agreement[125]. Initial Public Offering - The company raised gross proceeds of $276.0 million from its Initial Public Offering, incurring offering costs of approximately $16.3 million[105]. - The underwriters received an underwriting discount of approximately $5.5 million and deferred commissions of approximately $9.7 million, contingent on the completion of a business combination[122]. - The company has broad discretion regarding the application of net proceeds from its Initial Public Offering, primarily intended for a business combination[108]. Shareholder Agreements - The Company entered into non-redemption agreements with ten unaffiliated third parties, resulting in a commitment not to redeem 1,500,000 ordinary shares, with an estimated fair value of $363,750 for the transferred Founder Shares[133]. Earnings Per Share - The diluted net income (loss) per share for the three and six months ended June 30, 2023, is the same as the basic net income (loss) per share due to anti-dilutive effects of warrants[135]. Internal Controls - The Company's disclosure controls and procedures were evaluated and deemed effective as of June 30, 2023[143]. - There were no changes in internal control over financial reporting that materially affected the Company during the reporting period[144]. Accounting Standards - The Company adopted ASU 2016-13 on January 1, 2023, which did not have a material impact on its financial statements[136].

Financial Performance - As of March 31, 2023, the company reported a net income of approximately $2.8 million, driven by a gain of approximately $3.1 million from investments held in the trust account [117]. - For the three months ended March 31, 2022, the company experienced a net loss of approximately $320,000, primarily due to general and administrative expenses [118]. - The company incurred $30,000 in administrative expenses for the three months ended March 31, 2023, under an agreement with an affiliate of the Sponsor [124]. Cash and Capital Resources - The company had approximately $214,000 in cash and working capital of approximately $315,000 as of March 31, 2023 [111]. - The company has the ability to borrow up to an aggregate of approximately $726,000 remaining under the 2022 Note [111]. - The company entered into a convertible promissory note (the "2022 Note") allowing it to borrow up to $1.5 million from the Sponsor, with approximately $774,000 outstanding as of March 31, 2023 [123]. Initial Public Offering - The company raised gross proceeds of $276.0 million from its Initial Public Offering, incurring offering costs of approximately $16.3 million [105]. - The company has not engaged in any operations or generated revenues to date, with all activities focused on preparing for the Initial Public Offering and searching for a prospective business combination [116]. Business Combination Requirements - The company must complete a business combination with a target having a fair market value of at least 80% of the net assets held in the trust account [108]. - If the company fails to complete a business combination by May 22, 2023, it will cease operations and redeem public shares at a price equal to the amount in the trust account [110]. Accounting and Financial Reporting - The company adopted ASU 2016-13 on January 1, 2023, which did not have a material impact on its financial statements [136]. - The company does not believe that any recently issued accounting standards would have a material effect on its financial statements [137]. - The calculation of diluted net income (loss) per ordinary share does not consider the effect of certain warrants, resulting in the same value as basic net income (loss) per share for the three months ended March 31, 2023 and 2022 [135]. Share Structure and Equity - The company has two classes of shares, Class A and Class B, with income and losses shared pro rata between them [134]. - Class A ordinary shares subject to possible redemption are classified as temporary equity and presented at redemption value [131]. - Changes in the redemption value of Class A ordinary shares are recognized immediately, adjusting the carrying value to equal the redemption value at the end of each reporting period [132]. - The company’s equity-classified contracts are initially measured at fair value, with subsequent changes in fair value not recognized as long as they remain classified in equity [129]. Risk Management - The company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks [127]. - As of March 31, 2023, the company did not have any off-balance sheet arrangements [139]. - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards [140].

IPO and Fundraising - The company completed its Initial Public Offering on November 22, 2021, raising gross proceeds of $276.0 million from the sale of 27,600,000 units at $10.00 per unit, with offering costs of approximately $16.3 million[12]. - A total of $276,000,000 from the IPO and private placement was placed in a U.S.-based trust account[14]. - The company has available funds for a business combination amounting to $267,615,000 after offering expenses of $725,000[44]. - The company may seek to raise additional funds through private offerings of debt or equity securities in connection with its initial business combination[48]. - The company may seek to raise funds through equity-linked securities or loans to meet cash requirements for the initial business combination[75]. - The company entered into a convertible promissory note (2022 Note) allowing it to borrow up to an aggregate of $1,500,000 from the sponsor, with $300,000 outstanding as of December 31, 2022[180]. Business Strategy and Target Acquisition - The company aims to focus on acquiring premium consumer-facing brands that engage emotionally with millennial and Gen-Z consumers, targeting businesses with long-term growth prospects and robust recurring revenues[11]. - The company intends to identify target businesses with strong fundamentals, including visible recurring revenues and scalable growth, to enhance free cash flow characteristics[26]. - The company plans to structure its initial business combination to acquire 100% of the target's equity interests or assets, but may acquire less than 100% under certain conditions[32]. - The company intends to focus its search for initial business combinations on global high-growth consumer-facing brands, particularly those engaging with millennial and Gen-Z consumers[47]. - The management team has developed a network of relationships with business leaders to identify brands with strong customer engagement[18]. - The company anticipates that target business candidates will be introduced from various unaffiliated sources, including investment bankers and private investment funds[50]. Due Diligence and Evaluation - The company will conduct a due diligence review for prospective target businesses, including financial and operational assessments[28]. - The management's experience includes sourcing, structuring, and negotiating favorable transactions across multiple geographies[23]. - The company will conduct thorough due diligence, including meetings with management, document reviews, and financial assessments[55]. Regulatory and Compliance Issues - The company is classified as an "emerging growth company" and will remain so until it meets certain revenue or market value thresholds, including total annual gross revenue of at least $1.07 billion or a market value exceeding $700 million[42]. - The company is also classified as a "smaller reporting company," allowing it to provide reduced disclosure obligations until it meets specific market value and revenue criteria[43]. - The company’s amended and restated memorandum and articles of association require shareholder approval for any amendments related to redemption rights[107]. - The company may face additional regulatory burdens if deemed an investment company under the Investment Company Act, which could hinder its ability to complete a business combination[198]. - Changes in laws or regulations could adversely affect the company's ability to negotiate and complete its initial business combination[203]. Redemption and Shareholder Rights - The anticipated cash consideration for public shares upon redemption is expected to be $10.00 per share, based on the amount in the trust account[74]. - The company will provide public shareholders the opportunity to redeem shares upon completion of the initial business combination, either through a general meeting or a tender offer[76]. - Redemptions will be conducted without a shareholder vote unless required by law or chosen for business reasons, following SEC tender offer rules[77]. - The redemption offer will remain open for at least 20 business days, and the company cannot complete the business combination until the tender offer period expires[80]. - If shareholder approval is sought, a public shareholder can only redeem up to 15% of the shares sold in the Initial Public Offering without prior consent[87]. - If the initial business combination is not approved, shareholders who elected to redeem their shares will not be entitled to redeem for their pro rata share of the trust account[93]. Risks and Challenges - The company may incur losses if the identification and evaluation of a target business do not lead to a successful business combination[56]. - There is a risk of lack of diversification as the company may depend entirely on the performance of a single business post-combination[58]. - The management team of the target business may not possess the necessary skills or experience to manage a public company[60]. - The company faces intense competition from established entities with greater resources, which may limit its ability to acquire sizable target businesses[111]. - Global economic conditions, including inflation and geopolitical tensions, may adversely affect the company's ability to consummate its initial business combination[130][133]. - The ongoing military conflict in Ukraine and resulting sanctions could lead to significant volatility in commodity prices and disruptions in capital markets[136]. - Recent inflation increases in the United States may complicate the completion of the initial business combination[137]. - The potential for increased cyberattacks against U.S. companies due to geopolitical tensions could pose additional risks[136]. Financial Health and Viability - The independent registered public accounting firm's report expresses substantial doubt about the company's ability to continue as a "going concern" due to liquidity and mandatory liquidation concerns[132]. - The company is a blank check company with no operating history or revenues, making it difficult to evaluate its ability to achieve its business objectives[121]. - The company must complete its initial business combination by May 22, 2023, or it will cease operations and redeem public shares at approximately $10.00 per share[128]. - The company may not have sufficient funds available outside the trust account to operate for at least 18 months following the closing of the Initial Public Offering[180]. - The company may depend on loans from its sponsor or management team to fund its search for a business combination[124]. - If the trust account proceeds fall below $10.00 per public share due to creditor claims, the actual redemption price may be significantly less[102]. - The company has not set aside funds to cover potential indemnity obligations, which may further reduce the available funds in the trust account[188].

Financial Performance - The company had a net loss of approximately $313,000 for the three months ended June 30, 2022, consisting of $171,000 in general and administrative expenses, $30,000 in related party expenses, and $112,000 of loss from investments held in the trust account [145]. - For the six months ended June 30, 2022, the company reported a net loss of approximately $633,000, which included $443,000 in general and administrative expenses and $130,000 of loss from investments held in the trust account [146]. - The company incurred a net loss of approximately $40,000 from inception through June 30, 2021, consisting entirely of general and administrative expenses [147]. Cash and Capital Structure - As of June 30, 2022, the company had approximately $4,000 in cash and working capital of approximately $166,000, with the ability to borrow up to $1,500,000 under the 2022 Note [139]. - The company raised gross proceeds of $276.0 million from its Initial Public Offering, incurring offering costs of approximately $16.3 million [133]. - The company entered into a convertible promissory note (the "2022 Note") allowing it to borrow up to $1,500,000 from the Sponsor, with the option to convert loans into Private Placement Warrants at $1.00 per warrant [141]. - The underwriters received an underwriting discount of approximately $5.5 million upon the closing of the Initial Public Offering, with an additional $9.7 million in deferred underwriting commissions [150]. Business Operations and Future Outlook - The company has until May 22, 2023, to consummate an initial business combination, after which it will face mandatory liquidation if not completed [142]. - The company has not generated any revenues to date and does not expect to do so until after completing its initial business combination [144]. Regulatory and Reporting Status - As of June 30, 2022, the company had no off-balance sheet arrangements [158]. - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new or revised accounting standards [159]. - The company is exempt from certain reporting requirements for a period of five years following its initial public offering [161]. - The company is classified as a smaller reporting company and is not required to provide specific market risk disclosures [162]. Administrative Expenses - The company incurred $30,000 in administrative service expenses for the three months ended June 30, 2022, under an agreement with an affiliate of the Sponsor [154].

Financial Performance - The company had a net loss of approximately $320,000 for the three months ended March 31, 2022, consisting of $272,000 in general and administrative expenses, $30,000 in related party expenses, and $18,000 of loss from investments held in the trust account [133]. - The company incurred approximately $30,000 in administrative expenses for the three months ended March 31, 2022, under an agreement for office space and support services [139]. - The company has not generated any revenues to date and does not expect to do so until after completing its initial business combination [132]. Cash and Capital Structure - As of March 31, 2022, the company had approximately $54,000 in cash and working capital of approximately $0.4 million [127]. - The company raised gross proceeds of $276.0 million from its Initial Public Offering, incurring offering costs of approximately $16.3 million [121]. - The company has a convertible promissory note with the Sponsor allowing for borrowings up to $1,500,000, which may be converted into Private Placement Warrants at a price of $1.00 per warrant [129]. Business Combination Requirements - The company must complete a business combination with a target having a fair market value equal to at least 80% of the net assets held in the trust account [125]. - The company will cease operations and redeem public shares if a business combination is not completed within 18 months from the Initial Public Offering closing date [126]. - The company has broad discretion in applying the net proceeds from the Initial Public Offering and Private Placement towards consummating a business combination [125]. Underwriting and Fees - The underwriters received an underwriting discount of approximately $5.5 million and deferred underwriting commissions of approximately $9.7 million, contingent upon the completion of a business combination [136]. Regulatory Classification - The company is classified as an "emerging growth company" and is exempt from certain financial reporting requirements for five years post-IPO or until it no longer qualifies [146]. - The company is defined as a smaller reporting company and is not required to provide specific market risk disclosures [147].

IPO and Financial Structure - The company completed its Initial Public Offering on November 22, 2021, raising gross proceeds of $276.0 million from the sale of 27,600,000 units at $10.00 per unit, with offering costs of approximately $16.3 million[18]. - A total of $276,000,000 from the IPO and private placement was placed in a U.S.-based trust account[20]. - The company has $267,615,000 available for a business combination after offering expenses of $725,000, providing flexibility in structuring deals[52]. - The anticipated amount in the trust account is initially expected to be $10.00 per public share[82]. - The per-share redemption amount upon dissolution is expected to be approximately $10.00, but actual amounts may be lower due to creditor claims[105]. - The company has access to $1,275,000 from the IPO proceeds and the sale of Private Placement Warrants to cover potential claims and liquidation costs, estimated to be no more than $100,000[109]. - The company cannot redeem public shares in an amount that would cause net tangible assets to fall below $5,000,001 following redemptions[118]. - If the initial business combination is not completed within 18 months, the company will terminate and distribute all amounts in the trust account[118]. - The trust account proceeds will be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds, which may yield negative interest rates, potentially reducing the per-share redemption amount below $10.00[169]. Business Strategy and Target Acquisition - The company aims to focus on acquiring premium consumer-facing brands that engage millennial and Gen-Z consumers, emphasizing long-term growth prospects and sustainable operating margins[17]. - The company intends to focus on global high-growth consumer-facing brands that engage millennial and Gen-Z consumers[55]. - The company is targeting businesses with strong fundamentals, including visible recurring revenues and scalable growth, to enhance free cash flow characteristics[34]. - The management team has a multi-decade track record in building premium consumer brands, which positions the company well for future acquisitions[26]. - The management team has established relationships with leaders in the market, which will aid in identifying and sourcing potential acquisition targets[30]. - The company recognizes the impact of COVID-19 on its acquisition strategy and the operations of potential target businesses[36]. - The company may seek additional funds through private offerings of debt or equity securities to complete its initial business combination[56]. - The company may pursue acquisition opportunities outside of its management's areas of expertise, which could affect the evaluation and operation of the acquired business[184]. Business Combination Requirements - The company intends to structure its initial business combination to ensure that the post-transaction entity owns or acquires at least 50% of the voting securities of the target business[38]. - The initial business combination must meet Nasdaq's requirement of having a fair market value equal to at least 80% of the net assets held in the trust account[37]. - The initial business combination must involve one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account[60]. - The post-transaction company must own or acquire 50% or more of the issued and outstanding voting securities of the target business[61]. - The fair market value of the target business will be determined by the board of directors based on generally accepted financial standards[60]. Shareholder Rights and Redemption - Shareholders will have the opportunity to redeem their public shares at a per-share price equal to the aggregate amount in the trust account divided by the number of outstanding public shares[82]. - The company will not redeem public shares in an amount that would cause net tangible assets to be less than $5,000,001[83]. - Public shareholders may redeem shares without voting, and initial shareholders have agreed to vote in favor of the business combination[90]. - The company intends to require public shareholders to deliver share certificates or use electronic delivery to exercise redemption rights[91]. - If the initial business combination is not completed within 18 months from the IPO closing, the company will redeem public shares at a per-share price based on the trust account balance[101]. - The redemption process will remain open for at least 20 business days if conducted under tender offer rules[86]. - Shareholders are restricted from redeeming more than 15% of shares sold in the IPO without prior consent[93]. - If the proposed business combination is not approved, shareholders who elected to redeem will not be entitled to redeem their shares[99]. - The company may continue to seek a business combination with a different target if the initial proposal is not completed within the specified timeframe[100]. - Initial shareholders have waived their rights to liquidating distributions from the trust account regarding founder shares if the initial business combination is not completed within 18 months from the IPO closing[102]. Management and Operational Considerations - The management team currently consists of four executive officers, with no full-time employees planned before the initial business combination[117]. - The company may seek to recruit additional managers to supplement the incumbent management of the target business after the initial business combination[70]. - The company intends to conduct thorough due diligence on prospective target businesses, including meetings with management and document reviews[63]. - There is no assurance that the management team of the target business will have the necessary skills to manage a public company[68]. - The company may engage professional firms for business acquisitions in the future, potentially incurring finder's fees tied to transaction completion[58]. - The company may face intense competition from established entities in acquiring target businesses, which may limit its ability to compete effectively[116]. - The company may face challenges in negotiating and completing an initial business combination due to changes in the market for directors and officers liability insurance, which has become more expensive and less available[157]. Regulatory and Compliance Issues - The company is classified as an "emerging growth company" and will remain so until it meets certain revenue or market value thresholds[49]. - The company is also a "smaller reporting company," allowing it to provide reduced disclosure obligations until it exceeds specific market value or revenue limits[50]. - The company must comply with applicable laws and regulations, and any changes could adversely affect its ability to negotiate and complete the initial business combination[175]. - Compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete an acquisition due to the need for adequate internal controls[210]. - The company may face burdensome compliance requirements if deemed an investment company under the Investment Company Act, which could hinder its ability to complete the initial business combination[172]. Risks and Uncertainties - The company has no operating history or revenues, and its ability to achieve business objectives is uncertain until it completes its initial business combination[130]. - The management's past performance is not indicative of future success, and shareholders may experience losses on their investment[183]. - The company may face challenges in completing a business combination due to the ongoing COVID-19 outbreak and other global events, which could adversely affect financial markets and business operations[141]. - The ability to raise equity and debt financing may be impacted by market volatility and decreased liquidity, potentially hindering the completion of a business combination[142]. - If the initial business combination is unsuccessful, shareholders may only receive $10.00 per share or less upon liquidation, which could result in material losses[144]. - The company may face significant costs and risks if attempting to complete multiple business combinations simultaneously, which could negatively impact operations and profitability[196]. - The company may not be able to complete its initial business combination if the net proceeds from the Initial Public Offering and the sale of Private Placement Warrants are insufficient[164]. - The company may need to rely on loans from affiliates or management to fund operations and complete the initial business combination, as there is no obligation for them to provide such financing[164]. - The independent directors may choose not to enforce the indemnification obligations of the sponsor, which could further reduce the funds available for distribution to public shareholders[168].