IPO and Trust Account - The company completed its IPO on January 29, 2021, raising gross proceeds of 310millionfromthesaleof31millionunitsat10.00 per unit[23]. - Following the IPO, the company placed approximately 310millioninaU.S.−basedtrustaccount,whichincluded303.8 million from the IPO proceeds and 6.2millionfromprivateplacementwarrants[24].−AsofJanuary30,2024,thereare7,664,302ClassAordinarysharesoutstandingaftertheconversionof7.6millionClassBordinarysharesintoPublicShares[30].−Inconnectionwiththe2023ShareholderMeeting,shareholdersredeemed26,506,157ClassAordinarysharesforapproximately269.5 million, leaving a trust account balance of about 46.1million[26].−ThecompanyapprovedavoluntarydelistingfromtheNewYorkStockExchangeandbegantradingonOTCQXR◯BestMarketundernewsymbolsonJanuary16,2024[28].−Atthe2024ShareholderMeeting,shareholdersredeemed2,126,159ClassAordinarysharesforapproximately23.7 million, resulting in a trust account balance of 26.4million[29].−ThecompanyhasaTrustAccountbalanceofapproximately778,970.65 after redemptions on January 27, 2025[52]. - As of December 31, 2024, the company had approximately 28,120,285availableintheTrustAccounttoconsummateaBusinessCombination[146].BusinessCombinationPlans−ThecompanyextendedthedeadlinetocompleteaBusinessCombinationfromJanuary29,2023,toApril29,2023,andhastheoptiontoextenditmonthlyforuptonineadditionalmonths[25].−Thecompany’sBusinessCombinationmustinvolveatargetwithafairmarketvalueofatleast8010.00, based on the aggregate amount in the Trust Account, but may be subject to claims from creditors[103]. - If the Trust Account proceeds fall below 10.00perpublicshareduetocreditorclaims,theactualredemptionamountmaybelessthananticipated[105].−ThecompanywillceaseoperationsandredeempublicsharesifaBusinessCombinationisnotconsummatedbytheTerminationDate,withamaximumoftenbusinessdaystocompletetheredemption[99].−ThecompanyanticipatesthatallcostsassociatedwiththedissolutionplanwillbefundedfromtheremainingproceedsoutsidetheTrustAccount,estimatedat1,000,000[102]. - The company has agreements in place with its Sponsor and team members to waive rights to liquidating distributions from the Trust Account if a Business Combination is not completed by the Termination Date[100]. Financial Condition and Risks - As of December 31, 2024, the company had 5,303initsoperatingbankaccountandaworkingcapitaldeficitof5,573,504[114]. - The company is within 12 months of its mandatory liquidation, raising substantial doubt about its ability to continue as a going concern[115]. - The company plans to consummate a Business Combination prior to the mandatory liquidation date, but may incur significant costs in the process[117]. - If too many public shareholders exercise their redemption rights, the company may not meet closing conditions for a Business Combination[121]. - The ability of public shareholders to redeem shares could make the company's financial condition unattractive to potential Business Combination targets[121]. - The company may need to restructure transactions if a large number of shares are submitted for redemption, potentially limiting optimal capital structure[124]. - The requirement to consummate a Business Combination by the Termination Date may give potential target businesses leverage in negotiations[126]. - The company maintains the majority of its cash and cash equivalents in accounts with major financial institutions, which poses a risk if any institution fails[128]. - The company has incurred and expects to continue incurring significant costs in pursuit of finance and acquisition plans[117]. - Geopolitical tensions, including conflicts in Ukraine and Israel, have created volatility in U.S. and global markets, potentially impacting business combinations[129]. - The macroeconomic environment is characterized by persistent inflation, labor shortages, and supply chain disruptions, which could impair the ability to attract target companies for business combinations[132]. - Changes to U.S. tariffs and trade policies may negatively affect potential target companies, impacting their business and financial conditions[133]. - Increased geopolitical tensions could lead to a rise in cyber-attacks against U.S. companies, posing additional risks[131]. - The long-term effects of the COVID-19 pandemic and potential future pandemics could limit the ability to complete business combinations due to increased market volatility[134]. - The company may not be able to find a suitable target business for a business combination, which could lead to ceasing operations and liquidating assets[134]. Corporate Governance and Legal Considerations - The company is classified as an "emerging growth company," allowing it to take advantage of certain reporting exemptions, including not being required to comply with auditor attestation requirements[43]. - The company has applied for a tax exemption from the Cayman Islands government for a period of 20 years, exempting it from certain taxes on profits, income, gains, or appreciations[42]. - Shareholders of the company have limited rights to inspect corporate records under Cayman Islands law, which may hinder their ability to obtain necessary information for shareholder motions[220]. - The company's corporate governance is subject to the laws of the Cayman Islands, which differ from U.S. laws and may limit shareholders' rights[219]. - The company may face challenges in protecting shareholder interests due to its incorporation in the Cayman Islands, affecting the enforcement of judgments in U.S. courts[218]. - The company is subject to U.S. federal securities laws, but the rights of shareholders under Cayman Islands law may differ significantly from those in the U.S.[219]. - The common law of the Cayman Islands, which governs the company's affairs, is less developed compared to U.S. corporate law, impacting shareholder rights and director responsibilities[219]. Securities and Market Risks - The company has incurred and expects to continue incurring significant costs in pursuit of finance and acquisition plans[117]. - The company may issue additional Class A ordinary shares or preference shares to complete its Business Combination, which could dilute existing shareholders' interests[187]. - The Class B ordinary shares will automatically convert into Class A ordinary shares at a ratio such that they equal approximately 99.16% of the total ordinary shares issued after the Business Combination[188]. - The company may incur substantial debt to complete a Business Combination, which could negatively impact shareholders' investment value[191]. - The company has 31,000,000 public warrants and 5,466,667 private placement warrants classified as derivative liabilities, which may lead to material fluctuations in financial results due to fair value changes[196]. - The company expects to recognize non-cash gains or losses on warrants each reporting period, which could be material and adversely affect the market price of its securities[197]. - The SEC's new SPAC Rules, effective July 1, 2024, impose additional disclosure requirements and could materially affect the company's ability to complete its initial business combination[205]. - The company may face increased costs and time to complete a business combination due to compliance with the Sarbanes-Oxley Act, particularly regarding internal controls[210]. - If deemed a passive foreign investment company (PFIC), U.S. investors may face adverse federal income tax consequences[211]. - The company may reincorporate in another jurisdiction during its business combination, potentially resulting in tax liabilities for shareholders[212]. - Changes in laws and regulations may increase the company's costs and the risk of non-compliance, diverting management's attention from seeking business combination targets[213]. - The company must ensure that its activities do not classify it as an investment company under the Investment Company Act, which could impose burdensome compliance requirements[200]. - The SEC has increased scrutiny on SPACs, with litigation challenging acquisitions and potential liabilities for misleading claims, which could harm the company's reputation and operations[206]. - The market value of the company's Class A ordinary shares held by non-affiliates must exceed 700millionforthecompanytoloseits"emerginggrowthcompany"status[215].−Thecompanyhaselectednottooptoutoftheextendedtransitionperiodfornewfinancialaccountingstandards,allowingittoadoptstandardsatthesametimeasprivatecompanies[216].−Asa"smallerreportingcompany,"thecompanycanprovideonlytwoyearsofauditedfinancialstatementsuntilitsmarketvaluereaches250 million or annual revenues exceed $100 million[217].
