IPO and Fundraising - The company completed its initial public offering on November 2, 2021, selling 12,650,000 units and generating gross proceeds of 126.5million[57].−Aprivatesaleof4,866,667privatewarrantswascompletedconcurrentlywiththeIPO,generatinganadditional7.3 million[58]. - As of April 15, 2025, the trust fund holds 9.08million,whichmaydecreaseduetoshareholderredemptions[65].−ThenetproceedsfromtheinitialpublicofferingandthesaleofprivatewarrantsareinvestedinU.S.governmenttreasurybillsormoneymarketfunds,minimizingexposuretointerestraterisk[315].BusinessCombinationAgreement−ThecompanyenteredintoaBusinessCombinationAgreementwithTemboe−LVB.V.onAugust29,2024,whichincludesamergerandshareexchange[60].−TheBusinessCombinationAgreementisstructuredtoqualifyasatax−freereorganizationunderSection351oftheU.S.InternalRevenueCode[61].−Thecompanyisnolongerrequiredtomeetthe805,000,001 to avoid regulatory complications during the business combination[77]. - The company has until November 2, 2025, to complete its initial business combination, or it may continue to seek a different target until the end of the combination period[84]. - If the initial business combination is not completed, the company will redeem public shares at a per-share price based on the aggregate amount in the trust account, estimated at approximately 11.12pershare[88].−Theredemptionprocessrequiresshareholderstodelivertheirsharestothetransferagent,withanominalfeeof45.00 typically charged to the tendering broker[81]. - Shareholders can withdraw their redemption requests at any time before the vote on the proposed business combination[83]. - The company has agreed not to propose amendments that would affect public shareholders' redemption rights without providing an opportunity for redemption at the per-share price based on the trust account[86]. - There is a risk that the actual per-share redemption amount may be less than 11.12duetopotentialclaimsfromcreditorsagainstthetrustaccount[90].−Thecompanyexpectstofundcostsassociatedwithdissolutionfrom10,000 held outside the trust account and potentially up to 100,000ofaccruedinterest[87].−Shareholderswillonlyreceivefundsfromthetrustaccountuponspecificconditions,includingthecompletionoftheinitialbusinesscombinationorinabilitytocompleteitbythedeadline[96].−Thecompanymayfaceclaimsfromcreditorsthatcouldaffectthefundsavailableforshareholderredemption,especiallyintheeventofbankruptcyorliquidation[95].−Theanticipatedredemptionpriceforpublicsharesisapproximately11.12 per share, including interest, as of two business days prior to the completion of the initial business combination[102]. - If the initial business combination is not completed by the end of the combination period, the company will terminate and distribute all amounts in its trust account[100]. Competition and Conflicts of Interest - The company faces intense competition from entities with greater resources and local industry knowledge, which may limit its ability to acquire sizable target businesses[103]. - Certain executive officers and directors have fiduciary duties to other companies, which may create potential conflicts of interest during the business combination process[104]. Regulatory and Reporting Requirements - The company is required to provide shareholders with audited financial statements of Tembo as part of the registration statement and proxy materials for the shareholder vote[111]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[113]. - The company will remain a smaller reporting company until certain market value or revenue thresholds are met[116]. - The company has agreed to indemnify against claims that reduce the amount of funds in its trust account below $11.12 per public share[107].
