UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MAY 3, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 000-51300 ZUMIEZ INC. (Exact name of registrant as specified in its charter) Washington 91-1040022 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) I ...

Revenue Growth - Revenue increased by 23.6% to $1.1 billion in Q2 fiscal 2025 compared to $910.8 million in Q2 fiscal 2024[104] - Total revenue for the first six months of fiscal 2025 increased by 12.8% to $2.2 billion compared to $1.9 billion in the same period last year[107] - Total revenue for the quarter ended May 3, 2025, was $1,125,878 million, representing a 23.6% increase compared to $910,826 million for the same quarter in 2024[118] Segment Performance - Optical Networking revenue grew by 38.1% to $773.6 million in Q2 fiscal 2025, driven by sales to cloud provider customers[109] - Blue Planet Automation Software and Services segment revenue increased by 93.6% to $27.9 million in Q2 fiscal 2025[109] - Global Services segment revenue increased by 8.5% to $146.2 million in Q2 fiscal 2025, with notable growth in installation and deployment services[109] - Americas region revenue rose by 25.8% to $833.8 million in Q2 fiscal 2025, accounting for 74.1% of total revenue[113] - Optical Networking sales increased by $245.5 million, driven by sales of the 6500 RLS and coherent pluggables to cloud provider customers[114] - Americas revenue increased by $248.4 million, primarily from increased sales to cloud providers and communications service providers[119] Research and Development - Research and development spending represented 18.5% of revenue, totaling $407.5 million in the first half of fiscal 2025, a 6.5% increase from the previous year[103] - Research and development expenses increased by $19.5 million, mainly due to higher employee-related compensation costs[124] - The company continues to innovate in WaveLogic coherent modem technology to capture market opportunities driven by AI[103] Profitability and Margins - Gross profit increased by $64.2 million, with a gross margin decrease of 250 basis points, reflecting decreased product and services margins[120] - Gross profit on products increased by $57.7 million, but product gross margin decreased by 200 basis points to 40.6%[123] - Networking Platforms segment profit increased by $37.1 million, attributed to higher sales volume despite lower product margins[129] Operating Expenses and Income - Total operating expenses for the quarter increased by 7.0% to $419,996 million compared to $392,626 million in the prior year[121] - Interest and other income, net decreased by $3.9 million, primarily due to foreign exchange impacts, resulting in a 33.3% decrease for the quarter ended May 3, 2025 compared to the same quarter in 2024[132] - Provision for income taxes increased by $9.2 million, reflecting a 1,125.2% increase for the quarter ended May 3, 2025 compared to the same quarter in 2024[132] Cash Flow and Liquidity - Cash from operations generated $260.7 million during the first six months of fiscal 2025, with net income adjusted for non-cash charges amounting to $226.9 million[138][140] - Total cash, cash equivalents, and investments in marketable debt securities increased by $13.9 million, totaling $1.346 billion as of May 3, 2025[137] - The principal sources of liquidity included $1.3 billion in cash, cash equivalents, and investments, along with an unused $300 million revolving credit facility[134] - The company expects to satisfy its working capital needs and capital expenditures through cash from operations and other liquidity sources over the next 12 months[133] Efficiency Metrics - Days sales outstanding (DSOs) decreased from 92 to 89, indicating improved cash collection efficiency[142] - Inventory turns increased from 1.7 to 2.4, reflecting better inventory management[142] Currency and External Factors - Currency fluctuations had an adverse effect on revenue reported in U.S. Dollars of approximately $3.0 million, or 0.3%, compared to the second quarter of fiscal 2024[116] - Interest expense decreased by $2.2 million, primarily due to lower interest rates on floating rate debt[132]

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________ to ______________ Commission file number 0-27022 (Address of principal executive offices, including zip code) (540) 265-0690 (Registrant' ...

Financial Performance - Consolidated net sales for Q2 fiscal 2025 were $1,317.9 million, down 2.3% from $1,349.0 million in Q2 fiscal 2024[106]. - Professional segment net sales for Q2 fiscal 2025 were $1,014.1 million, an increase of 0.8% compared to $1,005.6 million in Q2 fiscal 2024[107]. - Residential segment net sales for Q2 fiscal 2025 were $297.4 million, a decrease of 11.4% compared to $335.6 million in Q2 fiscal 2024[108]. - Net earnings for Q2 fiscal 2025 were $136.8 million, or $1.37 per diluted share, compared to $144.8 million, or $1.38 per diluted share, in Q2 fiscal 2024[109]. - Adjusted net earnings for Q2 fiscal 2025 were $141.8 million, or $1.42 per diluted share, compared to $147.3 million, or $1.40 per diluted share, in Q2 fiscal 2024[110]. - Total net sales for the first six months of fiscal 2025 decreased by 1.6% to $2,312.9 million compared to $2,350.9 million in the same period of fiscal 2024[125]. - Adjusted net earnings for the six months ended May 2, 2025, were $207.7 million, compared to $213.8 million for the same period in 2024[151]. Profitability Metrics - Gross profit for Q2 fiscal 2025 was $436.7 million, down 3.6% from $453.0 million in Q2 fiscal 2024, with a gross margin of 33.1%[118]. - Professional segment earnings for Q2 fiscal 2025 increased by 6.0% to $202.1 million, with a margin increase to 19.9% from 19.0% in Q2 fiscal 2024[127]. - Residential segment earnings for Q2 fiscal 2025 decreased by 55.4% to $16.1 million, with a margin decrease to 5.4% from 10.8% in Q2 fiscal 2024[129]. - The total gross profit for the six months ended May 2, 2025, was $772.3 million, a decrease from $797.5 million for the same period in 2024[151]. Expenses and Cost Management - SG&A expense decreased by $3.5 million, or 1.3%, for Q2 fiscal 2025 compared to the same period in fiscal 2024[120]. - The AMP initiative has delivered cumulative cost savings of $30.0 million and anticipated annualized cost savings of $70.5 million as of Q2 fiscal 2025[105]. - The company employs productivity initiatives to mitigate unfavorable impacts from commodity cost changes, including collaborating with suppliers and utilizing Lean methods[163]. - The company may increase product prices to offset changes in commodity costs if necessary[163]. Cash Flow and Shareholder Returns - Cash returned to shareholders during the first six months of fiscal 2025 totaled $276.3 million through dividends and stock repurchases[111]. - Free cash flow for the six months ended May 2, 2025, was $84.7 million, with a free cash flow conversion percentage of 44.7%, down from 45.6% in the same period in 2024[152]. - Cash dividend increased by 5.6% to $0.38 per share for Q2 fiscal 2025 compared to $0.36 per share in Q2 fiscal 2024[140]. Liquidity and Debt - As of May 2, 2025, available liquidity was $899.4 million, consisting of cash and cash equivalents of $176.5 million and $722.9 million under the revolving credit facility[136]. - The company has a gross fixed-rate long-term debt of $524.3 million and gross variable rate debt of $400.0 million under term loan credit agreements[160]. - The company has outstanding variable rate revolving credit facility of $175.0 million[160]. Risk Factors - The company is exposed to foreign currency exchange rate risk, particularly with the Euro, Australian dollar, and Mexican peso, which could impact earnings and cash flows[156]. - The company is exposed to commodity cost changes, particularly in steel, aluminum, petroleum, and natural gas-based resins[162]. - Any changes in foreign currency exchange rates will be reflected as a foreign currency translation adjustment, impacting accumulated other comprehensive loss but not net earnings[159]. - The company does not use interest rate swaps to mitigate interest rate fluctuations and has no earnings exposure from fixed-rate long-term debt obligations[160].

Revenue Performance - Total revenue for the third quarter of 2025 increased by 0.5% compared to the same period in the prior year[94]. - Total revenue for the first nine months of 2025 increased by 1.5% compared to the same period in the prior year[94]. - Total revenue for the third quarter of 2025 was $821,147, an increase from $817,135 in the same period of 2024, representing a growth of 0.2%[1]. Income and Expenses - Operating income for the quarter ended May 02, 2025, was 1.8% of total revenue, compared to a loss of 2.4% in the same quarter of the prior year[93]. - Net income for the quarter ended May 02, 2025, was 1.5%, compared to a loss of 1.1% in the same quarter of the prior year[93]. - Labor and other related expenses as a percentage of total revenue decreased from 37.8% in the prior year to 37.1% in the current quarter[93]. - Labor and related expenses as a percentage of total revenue decreased to 37.1% in the third quarter of 2025 from 37.8% in the same period of 2024[1][106]. - Other store operating expenses increased to 25.3% of total revenue in the third quarter of 2025, compared to 24.5% in the same period of 2024[1][111]. - General and administrative expenses decreased to 5.6% of total revenue in the third quarter of 2025, down from 6.7% in the prior year[1][115]. - Interest expense for the third quarter of 2025 was $4,984, a slight decrease from $5,187 in the same period of 2024[1][121]. - Impairment charges recorded in the third quarter of 2025 amounted to $718 due to the deterioration in operating performance in two locations[1][118]. Sales Metrics - Comparable store restaurant sales metrics are used to evaluate sales growth, excluding new store openings and sales related to Maple Street Biscuit Company[92]. - Comparable store restaurant sales increased by 1.0% in the third quarter of 2025, driven by an average check increase of 6.6%[1][7]. - Average store volumes for restaurants reached $1,006.0 in the third quarter of 2025, compared to $994.6 in the same period of 2024[1]. Capital Expenditures and Financing - Capital expenditures for the first nine months of 2025 were $113,214, up from $80,081 in the prior year, driven by maintenance and remodel initiatives[128]. - The company expects to increase capital expenditures to approximately $600,000 to $700,000 from 2025 to 2027, with $160,000 to $170,000 planned for 2025[129]. - The company entered into a five-year $800,000 credit facility on May 16, 2025, which includes a $550,000 revolving credit facility and a $250,000 delayed draw term loan[126]. - As of May 02, 2025, the company had $191,500 in outstanding borrowings under the 2022 Revolving Credit Facility and $474,496 in borrowing availability[131]. Cash Flow and Working Capital - Cash generated from operations for the first nine months of 2025 was $116,677, an increase from $99,456 in the same period of 2024, primarily due to timing of cash receipts and payments[127]. - Negative working capital was $146,208 as of May 02, 2025, an improvement from negative working capital of $175,993 at August 02, 2024[139]. Tax and Inflation Expectations - The effective tax rate for the quarter ended May 02, 2025, was (27.4)%, compared to 62.4% for the same period in 2024[122]. - The company anticipates an effective tax rate for 2025 to be approximately (11%) to (17%)[124]. - The company expects commodity inflation to remain in the mid 2% range for 2025[1][103]. Store Operations - The company operated 658 Cracker Barrel stores and 70 Maple Street Biscuit Company locations as of May 02, 2025[80]. - The company plans to complete 25-30 remodels and 25-30 store refreshes in 2025[89]. - The projected net impact of tariffs on retail margins is approximately $5,000 in the fourth quarter of 2025[87]. Interest Rate Sensitivity - The impact of a one-percentage point change in interest rates on the $191,500 of outstanding borrowings is approximately $1,936 on a pre-tax annualized basis[148].

Financial Performance - Second-quarter net sales were $1.32 billion, a decrease of 2% compared to $1.35 billion in the same period of fiscal 2024[3]. - Reported diluted EPS for the second quarter was $1.37, down from $1.38 in the same period of fiscal 2024, while adjusted diluted EPS increased to $1.42 from $1.40[3]. - Professional segment net sales increased by 0.8% to $1,014.1 million, driven by higher shipments of golf and grounds products[14]. - Residential segment net sales decreased by 11.4% to $297.4 million, primarily due to lower shipments of walk power mowers and zero-turn mowers[14]. - Net sales for the three months ended May 2, 2025, were $1,317.9 million, a decrease of 2.6% compared to $1,349.0 million for the same period in 2024[25]. - Operating earnings for the three months ended May 2, 2025, were $174.8 million, a decline of 6.0% from $187.6 million in the same period last year[25]. - Net earnings for the six months ended May 2, 2025, were $189.6 million, compared to $209.7 million for the same period in 2024, reflecting a decrease of 9.6%[25]. - Adjusted net earnings for the six months ended May 2, 2025, were $207.7 million, down from $213.8 million for the same period in 2024, with adjusted net earnings per diluted share at $2.06 compared to $2.04[33]. - Net earnings for the three months ended May 2, 2025, were $136.8 million, down from $144.8 million for the same period in 2024, with net earnings per diluted share at $1.37 compared to $1.38[33]. Guidance and Expectations - The company expects total net sales for fiscal 2025 to be flat to down 3%, with adjusted diluted EPS guidance in the range of $4.15 to $4.30[4]. - The company is taking strategic steps to navigate near-term headwinds while maintaining confidence in managing controllable factors and mitigating macroeconomic risks[4]. Margins and Costs - Gross margin for the second quarter was 33.1%, down from 33.6% in the same prior-year period, attributed to higher material and manufacturing costs[9]. - Operating earnings as a percentage of net sales were 13.3%, compared to 13.9% in the same prior-year period[10]. - Gross profit for the six months ended May 2, 2025, was $772.3 million, down from $797.5 million in the prior year, resulting in a gross margin of 33.4% compared to 33.9%[25]. - Gross profit for the three months ended May 2, 2025, was $436.7 million, a decrease from $453.0 million for the same period in 2024, resulting in a gross margin of 33.1% compared to 33.6%[33]. - The company reported a gross margin of 33.4% for the six months ended May 2, 2025, compared to 33.9% for the same period in 2024[33]. Debt and Cash Flow - Interest expense decreased to $15.8 million, down $0.9 million from the same prior-year period due to lower average interest rates[11]. - Cash and cash equivalents decreased to $176.5 million as of May 2, 2025, down from $188.8 million a year earlier[31]. - The company reported a net cash provided by operating activities of $123.1 million for the six months ended May 2, 2025, compared to $135.1 million in the prior year[31]. - Long-term debt, less current portion, increased to $1,077.1 million as of May 2, 2025, compared to $1,003.3 million a year earlier[29]. - Free cash flow for the six months ended May 2, 2025, was $84.7 million, a decrease from $95.6 million for the same period in 2024, resulting in a free cash flow conversion percentage of 44.7% compared to 45.6%[35]. Strategic Initiatives - The company plans to continue focusing on market expansion and new product development to drive future growth[27]. - The company launched the "Amplifying Maximum Productivity" (AMP) initiative in the first quarter of fiscal 2024, which includes expenses not representative of ongoing business operations[36]. - The productivity initiative charges primarily represent severance and termination benefits, facility exit costs, and third-party consulting costs[36]. Taxation - The effective tax rate for the second quarter was 18.9%, compared to 19.2% in the same prior-year period, reflecting a more favorable geographic mix of earnings[12]. - Income tax provision for the three months ended May 2, 2025, was $31.9 million, compared to $34.4 million for the same period in 2024, with an effective tax rate of 18.9%[33].

Financial Performance - Net sales for the first quarter of fiscal 2025 were $102.7 million, a decrease of 12.0% compared to $116.7 million in the same period last year[6] - The company reported a net loss of $15.3 million, with an adjusted net loss of $10.8 million, compared to a net loss of $7.9 million in the prior year first quarter[6] - Adjusted EBITDA decreased by $5.6 million to ($3.8) million, representing (3.7%) of net sales[6] - Net sales for the three months ended May 4, 2025, were $102,704, a decrease of 12% compared to $116,684 for the same period in 2024[28] - Gross profit for the same period was $53,355, down 13% from $61,624 year-over-year[28] - The company reported a net loss of $15,264 for the three months ended May 4, 2025, compared to a net loss of $7,865 in the prior year[28] - Operating loss for the three months ended May 4, 2025, was $12,352, compared to an operating loss of $8,971 in the same period last year[28] - The company reported a net cash used in operating activities of $56,463 for the three months ended May 4, 2025, compared to $33,666 in the prior year[30] Sales Channels - Direct-to-consumer net sales decreased by 17.1% to $62.6 million, primarily due to lower site traffic[8] - Retail store net sales decreased by 2.6% to $40.2 million, attributed to slower store traffic[8] Profitability Metrics - Gross profit margin decreased by 80 basis points to 52.0%, with gross profit declining to $53.4 million from $61.6 million in the prior year[9] - Adjusted net loss attributable to controlling interest was $10,756, translating to an adjusted net loss per share of $0.32[35] Expenses and Liabilities - Selling, general and administrative expenses decreased by 6.9% to $65.7 million, representing 64.0% of net sales[10] - Total current assets increased to $211,124 as of May 4, 2025, from $191,631 a year earlier, reflecting a growth of 10%[25] - Total liabilities rose to $298,812, up 10% from $272,763 in the previous year[25] - The company experienced a significant increase in interest expense, which rose to $1,481 from $993 year-over-year[28] Cash Position - The company ended the quarter with $8.6 million in cash and cash equivalents and $44.6 million in total liquidity[11] - Cash and cash equivalents at the end of the period were $8,579, an increase from $6,799 at the end of the same period last year[30] Strategic Focus - The company is maintaining its previously issued fiscal 2025 financial guidance, with updates to be provided as macroeconomic conditions change[12] - Management is focused on business simplification and enhancing brand awareness, product innovation, and customer service to drive shareholder value[4]

Financial Performance - Total revenue for Q3 fiscal 2025 was $821.1 million, a 0.5% increase compared to Q3 fiscal 2024[4] - GAAP net income for Q3 was $12.6 million, or 1.5% of total revenue, compared to a net loss of $9.2 million in the prior year[7] - Adjusted EBITDA for Q3 was $48.1 million, a 0.4% increase from $47.9 million in the prior year, representing 5.9% of total revenue[6] - GAAP earnings per diluted share were $0.56, compared to a loss of $0.41 per diluted share in the prior year[8] - Net income for the third quarter was $12.6 million, a significant increase of 237% from a net loss of $9.2 million in the prior year[16] - Earnings per share (diluted) for the third quarter was $0.56, compared to a loss of $0.41 per share in the same quarter last year, representing a 237% improvement[16] - Operating income for the third quarter was $14.9 million, a turnaround from an operating loss of $19.3 million in the prior year, reflecting a 177% increase[16] - Adjusted net income for the third quarter was $13,123,000, representing an adjusted net income margin of 1.6%[23] Revenue and Sales - Comparable store restaurant sales increased by 1.0%, with total menu pricing increases of 4.9%, while comparable store retail sales decreased by 3.8%[5] - Revenue for the third quarter ended May 2, 2025, was $821,147,000, a slight increase from $817,135,000 in the same period last year, representing a growth of 0.25%[23] Costs and Expenses - Total cost of goods sold for the third quarter was $242.8 million, up 1% from $240.8 million in the same quarter last year[21] - The company incurred $30,991,000 in depreciation and amortization expenses for the third quarter, up from $28,337,000 in the previous year[25] - Total impairment charges for the third quarter were $718,000, a decrease from $17,448,000 in the same quarter last year[25] Future Outlook - The company expects adjusted EBITDA for fiscal 2025 to be between $215 million and $225 million, an increase from the previous outlook of $210 million to $220 million[13] - The company expects continued revenue growth and improvement in profitability metrics in the upcoming quarters[23] - Commodity inflation is expected to be in the mid 2% range, while hourly wage inflation is also projected to be in the mid 2% range[13] - Capital expenditures are projected to be between $160 million and $170 million, unchanged from the previous outlook[13] Strategic Initiatives - The company plans to open 1 new Cracker Barrel store and 4 new Maple Street Biscuit Company units, both of which have already opened[13] - The company plans to continue its strategic transformation initiatives, which may include new product development and market expansion efforts[22] - The company has initiated a strategic transformation initiative, with expenses amounting to $7,263,000 for the nine months ended May 2, 2025[25] Assets and Cash Flow - Cash and cash equivalents at the end of the period were $9.8 million, down from $11.9 million at the end of the previous year[18] - Total assets decreased to $2.14 billion from $2.16 billion year-over-year[18] - The company reported a net cash provided by operating activities of $116.7 million for the nine months ended May 2, 2025, compared to $99.5 million in the prior year[20] Company Structure - The company-owned units for Cracker Barrel remained stable at 658, while Maple Street Biscuit Company increased to 70 from 63 units[21] - The weighted average shares outstanding for the third quarter were 22,459,281, compared to 22,201,964 in the prior year[25]

Financial Results - Winnebago Industries, Inc. reported preliminary financial results for Q3 Fiscal 2025, ending May 31, 2025[3] - The press release detailing the financial results was issued on June 5, 2025[3] Company Information - The company is listed on the New York Stock Exchange under the trading symbol WGO[2]

Initial Public Offering and Trust Account - The company completed its Initial Public Offering on November 8, 2021, selling 15,000,000 Units at $10.00 per Unit, generating gross proceeds of $172,500,000[24]. - An additional 2,250,000 Units were sold due to the underwriters' full over-allotment exercise, bringing total gross proceeds to $175,950,000, which was placed in a Trust Account[26]. - Following the IPO, the company placed $175,950,000 in the Trust Account, which was initially invested in U.S. government securities[164]. - The Trust Account holds approximately $10,208,877, equating to about $11.80 per share as of December 31, 2024, available for the initial Business Combination[94]. - The Trust Account must maintain a minimum value of $10.20 per Public Share; if reduced below this amount, the actual redemption price may be significantly less[108]. - As of December 31, 2024, the Trust Account held approximately $10.21 million of the Initial Public Offering proceeds and interest earned[194]. Business Combination and Extensions - The company entered into a Business Combination Agreement with Scage Future on August 21, 2023, with an Aggregate Merger Consideration Amount of $800,000,000 to be paid in newly issued ordinary shares[40][41]. - The company extended the deadline for its initial Business Combination from May 8, 2023, to May 8, 2024, and subsequently to November 8, 2024, and then to May 8, 2025[33][34][35]. - The Business Combination Agreement may be terminated if the Closing does not occur by July 31, 2025[60]. - The Outside Date for the Business Combination has been extended from February 29, 2024, to October 31, 2024[65]. - Shareholders approved an extension of the business combination deadline to November 8, 2025, allowing more time to complete the initial business combination[204]. Shareholder Redemptions - On May 8, 2023, shareholders redeemed 12,626,668 Class A Ordinary Shares for approximately $132.6 million at a redemption price of about $10.50 per share[31]. - Shareholders holding 856,543 Class A ordinary shares exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account[81]. - On May 2, 2024, shareholders redeemed 2,374,826 Class A ordinary shares for approximately $11.33 per share, totaling about $26,907,976[173]. - On November 6, 2024, shareholders redeemed 1,383,214 Class A ordinary shares for approximately $11.68 per share, totaling about $16.16 million[174]. - On May 6, 2025, shareholders redeemed 742,834 Class A ordinary shares for approximately $12.18 per share, totaling about $9.0 million[175]. Financial Performance and Reporting - As of December 31, 2024, the company reported a net loss of $215,486, primarily due to $1,622,093 in formation, general, and administrative expenses, offset by $1,406,607 in interest earned[189]. - The company had cash outside the Trust Account of only $769 available for working capital needs as of December 31, 2024[191]. - For the year ended December 31, 2024, the company used $877,915 in operating activities, driven by interest earned and a net loss[192]. - The company had $42,397,606 provided from investing activities, mainly from cash withdrawn due to redemptions payments[193]. - The company has not paid any cash dividends on its Ordinary Shares to date and does not intend to do so prior to the completion of an initial Business Combination[150]. Regulatory and Compliance Matters - The company is required to file annual, quarterly, and current reports with the SEC, including audited financial statements[122]. - Nasdaq notified the Company of non-compliance with listing rules, leading to a delisting notice on November 8, 2024, with securities quoted on OTC Markets since November 12, 2024[180]. - The company has identified a material weakness in its internal control over financial reporting as of December 31, 2024, which could adversely affect investor confidence and operational results[133]. Management and Operational Structure - The company has two classes of shares: redeemable Ordinary Shares and non-redeemable Ordinary Shares, with earnings and losses shared pro rata between the two classes[215]. - The company has entered into an Administrative Services Agreement for office space and support services at a cost of $3,000 per month, which will terminate on October 1, 2024[120]. - As of the report date, the company has two officers, who are not obligated to devote specific hours but will allocate time as necessary until the initial Business Combination is completed[121]. Risks and Challenges - The company faces intense competition from established entities and other blank check companies, which may limit its ability to acquire sizable target businesses[117]. - Certain executive officers and directors may have fiduciary duties to other entities, potentially limiting the company's acquisition opportunities[118]. - The company may experience increased costs and risks in finding a suitable target for its initial Business Combination due to competition and market conditions[130]. - Recent fluctuations in inflation and interest rates could complicate the company's ability to consummate its initial Business Combination[131]. - Changes in international trade policies and tariffs may adversely affect the company's search for an initial Business Combination target and the performance of a post-Business Combination company[135]. Accounting and Financial Standards - The company recognizes the accretion from initial book value to redemption amount immediately upon the closing of the Initial Public Offering[214]. - Management reviews accounting policies and estimates to ensure financial statements are presented fairly in accordance with GAAP[212]. - The calculation of diluted income per Ordinary Share does not consider the effect of Warrants issued in connection with the Initial Public Offering, as their exercise is contingent upon future events[216]. - 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 $1.235 billion or a market value exceeding $700 million[127].